bm20091222_8kex101.htm


     

    
      	 
      
	 
      	
              Dated    18
      December 2008

            	 
      
	 
      	 
      	 
      
	 
      	
              (1) BELL
      MICROPRODUCTS LIMITED and BELL MICROPRODUCTS EUROPE EXPORT LIMITED as
      Borrowers

               

              (2) BELL
      MICROPRODUCTS EUROPE (HOLDINGS) B.V.

               

              (3) BM
      EUROPE PARTNERS C.V.

               

              (4) BELL
      MICROPRODUCTS EUROPE B.V.

               

              (5) BANK
      OF AMERICA, NATIONAL ASSOCIATION as Arranger, Issuer, Swingline Lender,
      Agent and Security Trustee

               

              (6) THE
      COMPANIES NAMED HEREIN as Guarantors

               

              (7) CERTAIN
      BANKS AND FINANCIAL INSTITUTIONS as Lenders

               

              (8) ENTERPRISE
      FINANCE EUROPE (UK) LIMITED as Enterprise

               

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              TENTH
      SUPPLEMENTAL AGREEMENT

              in
      relation to a syndicated credit agreement dated 2 December 2002 (as
      amended and/or restated from time to time)

            	 
      
	 
      	 
      	 
      


    

    CMS
Cameron McKenna LLP

    Mitre
House

    160
Aldersgate Street

    London
EC1A 4DD
 


    T
+44(0)20 7367 3000

    F
+44(0)20 7367 2000
 


    Ref:
EDR/0Z2950.01608

    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

     

    Table
of Contents

    
 

    
      
        	
                1.

              	
                Definitions
      and Interpretation

              	
                5

              
	 
      	
                Definitions

              	
                5

              
	 
      	
                Incorporation
      of Defined Terms

              	
                5

              
	 
      	
                Certain
      References

              	
                5

              
	
                2.

              	
                Amendment
      and restatement of the Credit Agreement

              	
                5

              
	
                3.

              	
                Effective
      Date and Longstop date

              	
                5

              
	 
      	
                Effective
      Date

              	
                5

              
	 
      	
                Long
      Stop Date

              	
                6

              
	 
      	
                Completion
      Conditions

              	
                6

              
	
                4.

              	
                Representations
      and warranties

              	
                6

              
	 
      	
                Representations
      and warranties of the Obligors

              	
                6

              
	 
      	
                Representations
      and warranties in Credit Agreement

              	
                6

              
	 
      	
                Corporate
      Power

              	
                6

              
	 
      	
                No
      conflict with other obligations

              	
                6

              
	 
      	
                Consents
      obtained

              	
                7

              
	 
      	
                Constitutional
      Documents

              	
                7

              
	 
      	
                No
      filings required

              	
                7

              
	 
      	
                Repetition

              	
                7

              
	
                5.

              	
                Further
      assurance and confirmation

              	
                7

              
	 
      	
                Further
      assurance

              	
                7

              
	 
      	
                Construction

              	
                7

              
	
                6.

              	
                Affirmation
      and confirmation

              	
                8

              
	 
      	
                Affirmation

              	
                8

              
	 
      	
                Confirmation

              	
                8

              
	 
      	
                Confirmation
      by Guarantors

              	
                8

              
	 
      	
                Confirmation
      by BMEH

              	
                8

              
	
                7.

              	
                Fees,
      costs and expenses

              	
                8

              
	 
      	
                Renewal
      Fee

              	
                8

              
	 
      	
                Transaction
      Expenses

              	
                8

              
	 
      	
                Preservation
      and enforcement of rights

              	
                8

              
	 
      	
                Stamp
      duties etc.

              	
                9

              
	
                8.

              	
                Miscellaneous

              	
                9

              
	 
      	
                Counterparts

              	
                9

              
	 
      	
                Designation

              	
                9

              
	 
      	
                Incoroporation
      of terms

              	
                9

              
	
                Schedule
      1

              	 
      	
                10

              
	 
      	
                The
      Guarantors

              	
                10

              
	
                Schedule
      2

              	 
      	
                11

              
	 
      	
                The
      Lenders

              	
                11

              
	
                Schedule
      3

              	 
      	
                12

              
	 
      	
                Conditions
      Precedent

              	
                12

              


      

    

     



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS SUPPLEMENTAL AGREEMENT is
dated 18th December 2009 and made BETWEEN:

     

    
      	
              (1)

            	
              BELL MICROPRODUCTS LIMITED
      (previously named IDEAL HARDWARE LIMITED)
      (Company Number: 03969946) whose registered office is at Cox Lane,
      Chessington, Surrey, KT9 1SJ (“BMUK”) and BELL MICROPRODUCTS EUROPE
      EXPORT LIMITED (Company Number: 03711148) whose registered office
      is at Cox Lane, Chessington, Surrey, KT9 1SJ (“BMEE”) (each a “Borrower” and together
      the “Borrowers”);

            


    

     

    
      	
              (2)

            	
              BELL MICROPRODUCTS EUROPE
      (HOLDINGS) B.V. a private company with limited liability (besloten vennootschap met
      beperkte aansprakelijkheid) incorporated under the laws of the
      Netherlands, having its official seat in Almere, the Netherlands a006Ed
      its registered office at Veluwezoom 42-50, 1327 AH Almere, the Netherlands
      and registered in the Commercial Register under number 39087200 (“BMEH”);

            


    

     

    
      	
              (3)

            	
              BM EUROPE PARTNERS C.V.
      a limited partnership (commanditaire
      vennootschap) established under the laws of the Netherlands, having
      its official seat in Almere, the Netherlands and its registered office at
      Veluwezoom 42-50, 1327 AH Almere, the Netherlands and registered in the
      Commercial Register under number 04065637 (“BMEP”);

            


    

     

    
      	
              (4)

            	
              BELL MICROPRODUCTS EUROPE
      B.V. a private company with limited liability (besloten vennootschap met
      beperkte aansprakelijkheid) incorporated under the laws of the
      Netherlands, having its official seat in Emmen, the Netherlands and its
      registered office at Veluwezoom 42-50, 1327 AH Almere, the Netherlands and
      registered in the Commercial Register under number 04064633 (“BMEBV”);

            


    

     

    
      	
              (5)

            	
              BANK OF AMERICA, NATIONAL
      ASSOCIATION acting through its London branch at 5 Canada Square,
      London, E14 5AQ in its capacity as arranger (the “Arranger”), in its
      capacity as agent for the Lenders (the “Agent”), in its
      capacity as the Lender making Swingline Loans (the “Swingline Lender”), in
      its capacity as the Lender issuing any Letter of Credit or Guarantee (the
      “Issuer”), in its
      capacity as security trustee under the Security Documents (the “Security
      Trustee”);

            


    

     

    
      	
              (6)

            	
              THE COMPANIES named in
      Schedule 1 (The
      Guarantors) (the “Guarantors”);

            


    

     

    
      	
              (7)

            	
              THE BANKS AND FINANCIAL
      INSTITUTIONS named in Schedule 2 (The Lenders) (the “Lenders”);
      and

            


    

     

    
      	
              (8)

            	
              ENTERPRISE FINANCE EUROPE (UK)
      LIMITED (Company Number: 2036205) (as Enterprise (“Enterprise”)).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              By
      a syndicated credit agreement (as amended and restated, the “Credit Agreement”) dated
      2 December 2002 between (1) BMUK (then called “Ideal Hardware Limited”)
      and Bell Microproducts Europe Export Limited (as Original Borrowers), (2)
      BM Europe Partners C.V., (3) Bell Microproducts Europe B.V., (4) Bank of
      America, National Association (as Arranger, Issuer, Swingline Lender,
      Agent and Security Trustee) and (5) certain banks and financial
      institutions (as Lenders), the Lenders agreed to make available to the
      Original Borrowers a revolving credit facility of up to
      £75,000,000.

            


    

     

    
      	
              (B)

            	
              By
      supplemental agreements (together, the "Supplemental
      Agreements") dated 3 December 2003, 22 September 2004, 15 December
      2004, 17 March 2005, 16 August 2005, 20 October 2005, 31 January 2006, 2
      January 2007 and 21 May 2008 and amendment letters dated 30 January 2008
      and 18 June 2009 between, among others, the parties to the Credit
      Agreement, the parties to the Credit Agreement agreed to amend and/or
      restate the Credit Agreement on the terms respectively set out
      therein.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (C)

            	
              This
      Supplemental Agreement is entered into in order to reflect the terms and
      conditions on and subject to which certain further amendments are to be
      made in respect of the Credit
Agreement.

            


    

     

    IT
IS AGREED THAT:

     

     

    
      	
              1.  

            	
              Definitions
      and interpretation

            


    

     

    Definitions

     

    
      	
              1.1  

            	
              In
      this Supplemental Agreement, unless the context otherwise
      requires:

            


    

     

     “Fee letter (2009)” means any
letter or letters dated on or about the date of this Supplemental Agreement
between the Arranger and BMUK setting out any of the fees referred to in Clause
7 (Fees, costs and
expenses); and

     

     “Restated Agreement” means the
Credit Agreement, as amended and restated by this Deed, the terms of which are
set out in Exhibit “A” (Form
of Restated Agreement);

     

     “Supplemental
Agreement”:  this tenth supplemental agreement.

     

    Incorporation
of defined terms

     

    
      	
              1.2  

            	
              Terms
      defined in the Credit Agreement shall, unless otherwise defined in this
      Supplemental Agreement, have the same meaning when used in this
      Supplemental Agreement and the principles of construction set out in
      Clauses 1.2 to 1.13 (inclusive) of the Credit Agreement shall have effect,
      mutatis mutandis,
      as if set out in this Supplemental Agreement in
  full.

            


    

     

    Certain
references

     

    
      	
              1.3  

            	
              In
      this Supplemental Agreement references to Clauses, Schedules and the
      Exhibit are, unless the context otherwise requires, to be construed as
      references to the clauses of, and schedules and the exhibit to, this
      Supplemental Agreement and references to this Supplemental Agreement
      include its schedules and the
exhibit.

            


    

     

    Headings

     

    
      	
              1.4  

            	
              Clause
      headings and the table of contents are inserted for convenience of
      reference only and shall be ignored in the interpretation of this
      Supplemental Agreement.

            


    

     

     

    
      	
              2.  

            	
              Amendment
      and restatement of the Credit
Agreement

            


    

     

    
      	
              2.1  

            	
              With
      effect from the Effective Date, the Credit Agreement shall be amended and
      restated so that it shall be read and construed for all purposes as set
      out in Exhibit “A” (Form
      of Restated Agreement).

            


    

     

     

    
      	
              3.  

            	
              Effective
      Date and Longstop Date

            


    

     

    Effective
Date

     

    
      	
              3.1  

            	
              This
      Deed shall take effect on and with effect from the date (the “Effective Date”) on
      which the Agent notifies the Borrower that all of the following conditions
      shall have been satisfied:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3.1.1  

            	
              the
      Agent has received each of the documents listed in Schedule 3 (Conditions Precedent) in form and
      substance satisfactory to the
Agent;

            


    

     

    
      	
              3.1.2  

            	
              the
      Agent is satisfied that no Default has occurred and is continuing or would
      occur by reason of the Effective Date
occurring;

            


    

     

    
      	
              3.1.3  

            	
              the
      Agent is satisfied that none of the representations and warranties in
      Clause 7 (Representations and
      Warranties) are untrue or incorrect as at such date as if made on
      such date with respect to the facts and circumstances existing at such
      date; and

            


    

     

    
      	
              3.1.4  

            	
              the
      Agent has received payment of the fees and expenses referred to in Clause
      7 (Fees, costs and
      expenses) to the extent that invoices in respect of the same shall
      have been rendered at that date.

            


    

     

    Long
Stop Date

     

    
      	
              3.2  

            	
              If
      the Effective Date has not occurred on or before 31 December 2009 then the
      provisions of this Deed (other than Clause 7 (Fees, Costs and
      Expenses) and Clause 11 (Miscellaneous)) shall
      thereupon cease to have effect.

            


    

     

    Completion
Conditions

     

    
      	
              3.3  

            	
              The
      Agent shall not give notice of the occurrence of the Effective Date under
      Clause 4.1 (Effective
      Date) (unless expressly instructed in writing by the Majority
      Lenders to do so) if, on the Effective Date, the Agent has received actual
      knowledge that an Event of Default has occurred and is continuing or that
      any of the representations and warranties in Clause 5 (Representations and
      Warranties) are untrue or incorrect in any material respect as at
      such date as if made on such date with respect to the facts and
      circumstances existing at such
date.

            


    

     

     

    
      	
              4.  

            	
              Representations
      and warranties

            


    

     

    Representations
and warranties of the Obligors

     

    
      	
              4.1  

            	
              Each
      Obligor represents and warrants (in respect of itself and each other
      Obligor) to and for the benefit of each other party to this Supplemental
      Agreement that:

            


    

     

    Representations
and warranties in Credit Agreement

     

    
      	
              4.1.1  

            	
              the
      representations and warranties set out in Clauses 14.1 (General Representations and
      Warranties) and 14.2 (Accounts) of the Credit
      Agreement are true and correct as if made at the date of this Supplemental
      Agreement and on the Effective Date with reference to the facts and
      circumstances existing at each such
date;

            


    

     

    Corporate
power

     

    
      	
              4.1.2  

            	
              it
      has power to execute, deliver and perform its obligations under this
      Supplemental Agreement; all necessary corporate, shareholder and other
      action has been taken to authorise the execution, delivery and performance
      of the same and this Supplemental Agreement constitutes valid and legally
      binding obligations of such Obligor enforceable in accordance with their
      respective terms;

            


    

     

    No
conflict with other obligations

     

    
      	
              4.1.3  

            	
              the
      execution and delivery of, the performance of its obligations under, and
      compliance with the provisions of this Supplemental Agreement by such
      Obligor will not (i) contravene any existing applicable law, statute, rule
      or regulation or any judgment, decree or permit to which such Obligor is
      subject, (ii) to an extent or in a manner which has or could have a
      material adverse effect on it, conflict with, or result in any breach of
      any of the terms of, or constitute a default under, any agreement or other
      instrument to which such Obligor is a party or is subject or by which it
      or any of its property is bound, or (iii) contravene or conflict with any
      provision of such Obligor's Memorandum and Articles of Association,
      Articles of Incorporation/Bye-laws/Statutes or other constitutional
      documents;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Consents
obtained

     

    
      	
              4.1.4  

            	
              every
      consent, authorisation, licence or approval of, or registration with or
      declaration to, governmental or public bodies or authorities or courts
      required by such Obligor to authorise, or required by such Obligor in
      connection with, the execution, delivery, validity, enforceability or
      admissibility in evidence of this Supplemental Agreement or the
      performance by such Obligor of its obligations under this Supplemental
      Agreement has been obtained or made and is in full force and effect and
      there has been no default in the observance of the conditions or
      restrictions (if any) imposed in, or in connection with, any of the
      same;

            


    

     

    Constitutional
Documents

     

    
      	
              4.1.5  

            	
              there
      has been no change to the constitutional documents of any Obligor since
      the same were last delivered to the
Agent;

            


    

     

    No
filings required

     

    
      	
              4.1.6  

            	
              it
      is not necessary to ensure the legality, validity, enforceability or
      admissibility in evidence of this Supplemental Agreement that it or any
      other instrument be notarised, filed, recorded, registered or enrolled in
      any court, public office or elsewhere in the jurisdiction in which such
      Obligor is incorporated or has its principal place of business or that any
      stamp, registration or similar tax or charge be paid in any such
      jurisdiction on or in relation to this Supplemental Agreement and this
      Supplemental Agreement is in proper form for its enforcement in the courts
      of such jurisdiction.

            


    

     

    Repetition

     

    
      	
              4.2  

            	
              The
      representations and warranties in Clause 4.1 (Representation and Warranties
      of the Obligors) shall be deemed to be repeated by each Obligor on
      each date on which a Loan is requested or is to be made (or, as the case
      may be, a Letter of Credit is issued or requested to be issued) and on
      each date on which a Prepayment is made under an Invoice Discounting
      Agreement as if made with reference to the facts and circumstances
      existing on each such date.

            


    

     

     

    
      	
              5.  

            	
              Further
      assurance and construction

            


    

     

    Further
assurance

     

    
      	
              5.1  

            	
              Each
      Obligor shall, at the request of the Agent and at its own expense, do all
      such acts and things necessary to give effect to this Supplemental
      Agreement.

            


    

     

    Construction

     

    
      	
              5.2  

            	
              With
      effect from the Effective Date, the Credit Agreement and this Supplemental
      Agreement shall be read and construed as a single instrument and
      references to the Credit Agreement in the Credit Agreement and each of the
      Finance Documents shall be read and construed as references to the Credit
      Agreement as amended by this Supplemental
  Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.  

            	
              Affirmation
      and confirmation

            


    

     

    Affirmation

     

    
      	
              6.1  

            	
              Each
      Obligor confirms to the Beneficiaries that, unless specifically amended in
      accordance with the terms of this Supplemental Agreement, each Finance
      Document to which it is a party will remain in full force and effect
      without novation and will continue to constitute its legal, valid and
      binding obligations enforceable in accordance with their respective terms
      and each of the security interests created by the Security Documents will
      continue in full force and effect.

            


    

     

    Confirmation
by Guarantors

     

    
      	
              6.2  

            	
              Each
      Guarantor confirms that its guarantee obligations under Clause 13 (Guarantee) of the
      Credit Agreement, Clause 7 (Guarantee) of the
      Supplemental Agreement dated 15 December 2004 or, as the case may be, the
      Security Documents shall remain in full force and effect without novation
      in respect of the Obligors’ obligations under the Credit Agreement and
      under each other Finance Document.

            


    

     

    Confirmation
by BMEH

     

    
      	
              6.3  

            	
              BMEH
      further confirms that its obligations under the Credit Agreement shall
      remain in full force and effect in respect of the Obligors’ obligations
      under the Credit Agreement and under each other Finance
      Document.

            


    

     

     

    
      	
              7.  

            	
              Fees,
      costs and expenses

            


    

     

    Fees

     

    
      	
              7.1  

            	
              BMUK
      shall pay to the Arranger an amendment arrangement fee in the amount and
      at the time agreed in the Fee
Letter.

            


    

     

    
      	
              7.2  

            	
              BMUK
      shall pay to the Agent for the account of the Lenders an amendment fee of
      £50,000 on the Effective Date.

            


    

     

    Transaction
Expenses

     

    
      	
              7.3  

            	
              BMUK
      shall, from time to time on demand of the Agent, reimburse the Agent for
      all costs and expenses (including legal fees) together with any VAT
      thereon incurred by the Agent, the Security Trustee or the Receivables
      Purchaser in connection with the negotiation, preparation and execution of
      this Supplemental Agreement, any other document referred to in this
      Supplemental Agreement and the completion of the transactions contemplated
      by this Supplemental Agreement.

            


    

     

    Preservation
and enforcement of rights

     

    
      	
              7.4  

            	
              Each
      Obligor shall, from time to time on demand of the Agent, reimburse the
      Beneficiaries for all costs and expenses (including legal fees) on a full
      indemnity basis together with any VAT thereon incurred in or in connection
      with the preservation and/or enforcement of any of the rights of the
      Beneficiaries under this Supplemental Agreement and any other document
      referred to in this Supplemental
Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Stamp
duties etc.

     

    
      	
              7.5  

            	
              Each
      Obligor shall pay all stamp, registration and other taxes to which this
      Supplemental Agreement, any other document referred to in this
      Supplemental Agreement or any judgement given in connection with this
      Supplemental Agreement is or at any time may be subject and shall, from
      time to time on demand of the Agent, indemnify the Beneficiaries against
      any liabilities, costs, claims and expenses resulting from any failure to
      pay or any delay in paying any such
tax.

            


    

     

     

    
      	
              8.  

            	
              Miscellaneous

            


    

     

    Counterparts

     

    
      	
              8.1  

            	
              This
      Supplemental Agreement may be executed in any number of counterparts, all
      of which taken together shall constitute one and the same
      instrument.

            


    

     

    Designation

     

    
      	
              8.2  

            	
              This
      Supplemental Agreement is hereby designated a Finance
      Document.

            


    

     

    Incorporation
of terms

     

    
      	
              8.3  

            	
              The
      provisions of clause 32 (Notices) and clause 35
      (Law and
      Jurisdiction) of the Credit Agreement shall be incorporated in this
      Supplemental Agreement as if set out in full, mutatis mutandis, in
      this Supplemental Agreement and as if references in such clauses to “this
      Agreement” were references to this Supplemental
  Agreement.

            


    

     

    Enterprise

     

    
      	
              8.4  

            	
              The
      parties to this Supplemental Agreement hereby acknowledge the transfer of
      the entire Commitment (and Commitment, as defined in the funding agreement
      dated 15 December 2004 between, inter alia, Enterprise and Bank of
      America, N.A. (the “Funding Agreement”)) of
      Enterprise to The Governor and Company of the Bank of Ireland, trading as
      Bank of Ireland Commercial Finance (the “Transfer”). To the
      extent the Transfer has not been effected by operation of law, the parties
      agree that it shall be deemed effected by this Deed with effect from the
      date of this Deed, as if a Transfer Certificate and a Substitution
      Certificate (as defined in the Funding Agreement) together effecting the
      Transfer had been duly executed and delivered in accordance with the
      Credit Agreement.

            


    

     

    IN WITNESS of which this
Supplemental Agreement has been executed and delivered by or on behalf of the
parties on the date stated at the beginning of this Supplemental
Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
1

     

    The
Guarantors

     

    
      	
              Name

            	
              Company
      Number

            
	
              Bell
      Microproducts Limited

            	
              03969946

            
	
              Bell
      Microproducts Europe Export Limited

            	
              03711148

            
	
              Bell
      Microproducts Europe B.V.

            	
              4064633

            
	
              Bell
      Microproducts S.a.r.l (a company incorporated under the laws of
      France)

            	
              43474497500013

            
	
              Bell
      Microproducts BVBA (a company incorporated under the laws of
      Belgium)

            	
              0474128872

            
	
              Bell
      Microproducts S.r.l (a company incorporated under the laws of
      Italy)

            	
              13456670150

            
	
              Bell
      Microproducts (US) Limited

            	
              05305904

            
	
              Bell
      Microproducts Europe (Holdings) BV

            	
              39087200

            
	
              Bell
      Europe Partners CV

            	 
      


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
2

     

    The
Lenders

     

     

    
      	
              1.  

            	
              Bank
      of America, National Association

            


    

     

     

    
      	
              2.  

            	
              Lloyds
      TSB Commercial Finance Limited

            


    

     

     

    
      	
              3.  

            	
              The
      Governor and Company of the Bank of Ireland Trading as Bank of Ireland
      Commercial Finance

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3

     

    Conditions
Precedent

     

     

    
      	
              1.  

            	
              In
      relation to each Obligor:

            


    

     

    
      	
              1.1  

            	
              a
      certificate of its company secretary or, if it has no company secretary,
      one of its directors or other officers, confirming that such company’s
      memorandum and articles of association and certificate(s) of incorporation
      and incorporation on change of name have not been amended since the date
      they were last delivered to the
Agent;

            


    

     

    
      	
              1.2  

            	
              a
      copy, certified as at the date of this Supplemental Agreement a true and
      up-to-date copy by one of its directors or its company secretary, of a
      board resolution of such company approving its execution, delivery and
      performance of this Supplemental Agreement and its terms and conditions
      and any documents to be delivered by it pursuant to this Supplemental
      Agreement and authorising a named person or persons or a designated
      category of officer to sign this Supplemental Agreement and any documents
      to be delivered by it pursuant to this Supplemental Agreement on its
      behalf; and

            


    

     

    
      	
              1.3  

            	
              a
      certificate of its company secretary or, if it has no company secretary,
      one of its directors or other officers confirming that the names and
      signatures of the persons authorised to sign, on behalf of such company,
      this Supplemental Agreement and any documents to be delivered by it
      pursuant to this Supplemental Agreement have not changed from those set
      out in the certificate setting out such names and signatures delivered to
      the Agent on or about 2 January
2007.

            


    

     

     

    
      	
              2.  

            	
              This
      Supplemental Agreement, duly executed by the parties
    thereto.

            


    

     

     

    
      	
              3.  

            	
              A
      certificate of the finance director of BMUK (together with such additional
      information or evidence as the Agent may reasonably require) confirming,
      among other matters, (A) that no Default has occurred and is continuing
      and (B) the level of current creditors’ days outstanding together with
      confirmation that the largest twenty (20) trade creditors of the Group are
      being paid in accordance with the credit terms prevailing between such
      parties.

            


    

     

     

    
      	
              4.  

            	
              The
      Fee Letter (2009) duly signed by
BMUK.

            


    

     

     

    
      	
              5.  

            	
              Such
      other documents and evidence as the Agent may
  require.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
BORROWERS

     

    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Nicholas Lee

            
	
              BELL
      MICROPRODUCTS LIMITED

            	
              )

            
	
              by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SJ

            
	
              Fax:

            	
              +44
      (0)20 8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Nicholas Lee

            
	
              BELL
      MICROPRODUCTS EUROPE

            	
              )

            
	
              EXPORT LIMITED
      by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SJ

            
	
              Fax:

            	
              +44
      (0)20 8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    


    THE
DUTCH OBLIGORS

    


    
      	
              SIGNED by its Managing
      Partner

            	
              )
      /s/ Graeme Watt

            
	
              for
      and on behalf of

            	
              )

            
	
              BM
      EUROPE PARTNERS C.V.

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SJ

            
	
              Fax:

            	
              +44
      (0)20 8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    


    BELL
MICROPRODUCTS EUROPE (HOLDINGS) B.V.

    


    
      	
              SIGNED by its Managing
      Partner

            	
              )
      /s/ Nicholas Lee

            
	
              BELL
      MICROPRODUCTS

            	
              )

            
	
              EUROPE (HOLDINGS) B.V.
      by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SJ

            
	
              Fax:

            	
              +44
      (0)20 8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    


    
      BELL
MICROPRODUCTS EUROPE B.V.

      


      
        	
                SIGNED by its Managing
      Partner

              	
                )
      /s/ Nicholas Lee

              
	
                BELL
      MICROPRODUCTS

              	
                )

              
	
                EUROPE B.V.
      by:

              	
                )

              


      

      


      


      
        	
                Address:

              	
                Cox
      Lane

              
	 
      	
                Chessington

              
	 
      	
                Surrey  KT9
      1SJ

              
	
                Fax:

              	
                +44
      (0)20 8286 5588

              
	
                Attention:

              	
                Nick
      Lee/Helen Hancock

              


      

    

    
THE
GUARANTORS

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Nicholas Lee

            
	
              BELL MICROPRODUCTS
      LIMITED by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey,
      KT9 1SS

            
	
              Fax:

            	
              +44
      (0)20 8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    
      	
              SIGNED by its Managing
      Partner

            	
              )
      /s/ Nicholas Lee

            
	
              BELL
      MICROPRODUCTS EUROPE

            	
              )

            
	
              EXPORT LIMITED
      by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SS

            
	
              Fax:

            	
              +44
      (0)20 8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Nicholas Lee

            
	
              BELL
      MICROPRODUCTS EUROPE B.V.

            	
              )

            
	
              acting
      by its Managing Director:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SS

            
	
              Fax:

            	
              +44
      (0)20 8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Nicholas Lee

            
	
              BELL MICROPRODUCTS
      S.A.R.L. by

            	
              )

            
	
              in
      the presence of:

            	
              )

            


    

    


    
      	
              Witness
      

            	 
	 
      	 
      
	
              Signature:

            	  
      /s/ H.M. Hancock
	
              Name:

            	 
      Helen Hancock
	
              Occupation:

            	 
      Solicitor
	
              Address:

            	 
      as below


    

    
 

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SS

            
	
              Fax:

            	
              020
      8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


    
      	
              SIGNED for and on behalf
      of

            	
              ) /s/
      Nicholas Lee

            
	
              BELL MICROPRODUCTS BVBA
      by

            	
              )

            
	
              in
      the presence of:

            	
              )

            


    

    


    
      	
              Witness

            	 
      
	 
      	 
      
	
              Signature:

            	 
      /s/ H.M. Hancock
	
              Name:

            	 
      Helen Hancock
	
              Occupation:

            	  Solicitor
	
              Address:

            	  as
      below


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SS

            
	
              Fax:

            	
              020
      8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


     

    


    
      	
              SIGNED for and on behalf
      of

            	
              ) /s/
      Nicholas Lee

            
	
              BELL
      MICROPRODUCTS (US) LIMITED

            	
              )

            
	
              by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey  KT9
      1SS

            
	
              Fax:

            	
              020
      8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
AGENT

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Lee Masters

            
	
              BANK
      OF AMERICA, NATIONAL

            	
              )
      Lee Masters

            
	
              ASSOCIATION
      by:

            	
              )
      Client Manager

            


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              +44
      (0)20 7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    THE
ARRANGER

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Lee Masters

            
	
              BANK
      OF AMERICA, NATIONAL

            	
              )
      Lee Masters

            
	
              ASSOCIATION
      by:

            	
              )
      Client Manager

            


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              +44
      (0)20 7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    


    THE
SECURITY TRUSTEE

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Lee Masters

            
	
              BANK
      OF AMERICA, NATIONAL

            	
              )
      Lee Masters

            
	
              ASSOCIATION
      by:

            	
              )
      Client Manager

            


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              +44
      (0)20 7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    


    THE
SWINGLINE LENDER

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Lee Masters

            
	
              BANK
      OF AMERICA, NATIONAL

            	
              )
      Lee Masters

            
	
              ASSOCIATION
      by:

            	
              )
      Client Manager

            


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              +44
      (0)20 7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    THE
ISSUER

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Lee Masters

            
	
              BANK
      OF AMERICA, NATIONAL

            	
              )
      Lee Masters

            
	
              ASSOCIATION
      by:

            	
              )
      Client Manager

            


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              +44
      (0)20 7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
LENDERS

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Lee Masters

            
	
              BANK
      OF AMERICA, NATIONAL

            	
              )
      Lee Masters

            
	
              ASSOCIATION
      by:

            	
              )
      Client Manager

            


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              +44
      (0)20 7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ J. Fenton-Jones

            
	
              LLOYDS
      TSB COMMERCIAL FINANCE

            	
              )
      J. Fenton-Jones

            
	
              LIMITED
    by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Vanburgh
      House

            
	 
      	
              Grange
      Road

            
	 
      	
              Hedge
      End, Southampton

            
	 
      	
              Hampshire
      SO30 2AF

            
	
              Fax:

            	
              +44
      (0)1489 789903

            
	
              Attention:

            	
              Ronnie
      Whitehead or Ren Randev

            


    

    


    


    
      	
              GNED for and on behalf
      of THE
      GOVERNOR

            	
              )
      /s/ Colin Crangle 7056

            
	
              AND
      COMPANY OF THE BANK OF IRELAND

            	
              )
      /s/ Liz Breadon 4330

            
	
              TRADING
      AS BANK OF IRELAND

            	
              )

            
	
              COMMERCIAL FINANCE
    by:

            	 
      


    

    


    
      	
              Address:

            	
              3rd
      Floor

            
	 
      	
              31
      Worship Street

            
	 
      	
              London
      EC2A 2DX

            
	
              Fax:

            	
              +44
      (0)207 448 1931

            
	
              Attention:

            	
              Peter
      Hayden/Cathal Brennan/Gerry Hoare/ Colin
Keene

            


    

    


    


    ENTERPRISE

    


    
      	
              SIGNED for and on behalf
      of

            	
              )
      /s/ Gillian Breakley 

            
	
              ENTERPRISE
      FINANCE EUROPE

            	
              )

            
	
              (UK) LIMITED
      by:

            	
              )

            


    

    


    
      	
              Address:

            	
              3rd
      Floor

            
	 
      	
              31
      Worship Street

            
	 
      	
              London
      EC2A 2DX

            
	
              Fax:

            	
              +44
      (0)207 448 1931

            
	
              Attention:

            	
              Peter
      Hayden/Cathal Brennan/Gerry Hoare/ Colin
Keene

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      Dated 2
December 2002

       

       

       

      	
              BELL MICROPRODUCTS
      LIMITED

               

               

               

            
	
              BELL MICROPRODUCTS
      EUROPE EXPORT LIMITED

               

               

               

            
	
               

               

            
	
              as Original
      Borrowers

               

               

               

            
	
               

               

            
	
              and

               

               

               

            
	
               

               

            
	
              BM  EUROPE
      PARTNERS C.V.

               

               

               

            
	
              BELL MICROPRODUCTS
      EUROPE BV

               

            
	
               

               

            
	
               

               

            
	
              BANK OF AMERICA,
      NATIONAL ASSOCIATION

               

               

               

            
	
               

               

            
	
              as Arranger, Issuer,
      Swingline Lender, Agent and Security Trustee

               

               

               

            
	
               

               

            
	
              and

               

               

               

            
	
               

               

            
	
              CERTAIN BANKS AND
      FINANCIAL INSTITUTIONS

               

            
	
              as
      Lenders

               

               

               

            
	
               

               

            
	
              SYNDICATED CREDIT
      AGREEMENT 

               

               

               

            
	
              as amended
      and/or restated by supplemental agreements dated 3 December 2003, 22
      September 2004, 17 March 2005, 16 August 2005, 20 October 2005, 2 January
      2007, 21 May 2008 and 18 December 2009 and amendment letters dated 30
      January 2008 and 18 June 2009

               

            


       

       

       

       

       

       

      CMS Cameron McKenna
LLP

       

      Mitre
House

       

      160 Aldersgate
Street

       

      London EC1 4DD

       

      EDR/0Z2950.01608

       



    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      

        
          	
                  1.

                	
                  INTERPRETATION

                	
                  4

                
	
                  2.

                	
                  THE
      REVOLVING FACILITY

                	
                  29

                
	
                  3.

                	
                  ADDITIONAL
      BORROWERS AND UNSECURED GUARANTORS

                	
                  30

                
	
                  4.

                	
                  ADDITIONAL
      CHARGING COMPANIES

                	
                  32

                
	
                  5.

                	
                  CONDITIONS
      PRECEDENT

                	
                  33

                
	
                  6.

                	
                  UTILISATION
      OF THE REVOLVING FACILITY

                	
                  33

                
	
                  7.

                	
                  INTEREST
      AND INTEREST PERIODS

                	
                  42

                
	
                  8.

                	
                  MARKET
      DISRUPTION

                	
                  46

                
	
                  9.

                	
                  REPAYMENT,
      PREPAYMENT AND CANCELLATION

                	
                  47

                
	
                  10.

                	
                  TAXES

                	
                  48

                
	
                  11.

                	
                  INCREASED
      COST

                	
                  50

                
	
                  12.

                	
                  ILLEGALITY

                	
                  52

                
	
                  13.

                	
                  GUARANTEE

                	
                  52

                
	
                  14.

                	
                  REPRESENTATIONS
      AND WARRANTIES

                	
                  56

                
	
                  15.

                	
                  FINANCIAL
      CONDITION

                	
                  61

                
	
                  16.

                	
                  COVENANTS

                	
                  67

                
	
                  17.

                	
                  DEFAULT

                	
                  83

                
	
                  18.

                	
                  DEFAULT
      INTEREST

                	
                  88

                
	
                  19.

                	
                  INDEMNITIES

                	
                  89

                
	
                  20.

                	
                  CURRENCY
      OF ACCOUNT AND PAYMENTS

                	
                  91

                
	
                  21.

                	
                  SET-OFF

                	
                  93

                
	
                  22.

                	
                  FEES

                	
                  94

                
	
                  23.

                	
                  PRO
      RATA SHARING

                	
                  96

                
	
                  24.

                	
                  COSTS,
      EXPENSES AND STAMP DUTIES

                	
                  97

                
	
                  25.

                	
                  CALCULATIONS
      AND EVIDENCE OF DEBT

                	
                  98

                
	
                  26.

                	
                  THE
      AGENT, THE ARRANGER, THE SECURITY TRUSTEE AND THE LENDERS

                	
                  99

                
	
                  27.

                	
                  TRUSTEE
      PROVISIONS

                	
                  103

                
	
                  28.

                	
                  ASSIGNMENTS
      AND TRANSFERS

                	
                  108

                
	
                  29.

                	
                  TERM
      AND TERMINATION

                	
                  111

                
	
                  30.

                	
                  AMENDMENTS,
      WAIVERS AND REMEDIES

                	
                  112

                
	
                  31.

                	
                  PARTIAL
      INVALIDITY

                	
                  113

                
	
                  32.

                	
                  NOTICES

                	
                  113

                
	
                  33.

                	
                  COUNTERPARTS

                	
                  114

                
	
                  34

                	
                  DUTCH
      PARALLEL DEBT

                	
                  114

                
	
                  35.

                	
                  LAW
      AND JURISDICTION

                	
                  115

                


        

      

       

      
        	
                SCHEDULE
      1

              	
                117

              
	
                LENDERS
      AND COMMITMENTS

              	
                117

              
	
                SCHEDULE
      2

              	
                118

              
	
                CONDITIONS
      PRECEDENT

              	
                118

              
	
                SCHEDULE
      3

              	
                120

              
	
                FORM
      OF OBLIGOR’S CERTIFICATE

              	
                120

              
	
                SCHEDULE
      4

              	
                122

              
	
                FORM
      OF UTILISATION NOTICE

              	
                122

              
	
                SCHEDULE
      5

              	
                123

              
	
                MANDATORY
      COST FORMULAE

              	
                123

              
	
                SCHEDULE
      6

              	
                126

              
	
                FORM
      OF TRANSFER CERTIFICATE

              	
                126

              
	
                SCHEDULE
      7

              	
                129

              
	
                THE
      DORMANT COMPANIES AND THE GUARANTORS

              	
                129

              
	
                SCHEDULE
      8

              	
                130

              
	
                FORM
      OF ACCENSSION NOTICE

              	
                130

              
	
                SCHEDULE
      9

              	
                131

              
	
                DOCUMENTS
      TO ACCOMPANY ACCESSION NOTICE OR SUPPLEMENTAL DEED

              	
                131

              
	
                SCHEDULE
      10

              	
                133

              
	
                THE
      MATERIAL CONTRACTS

              	
                133

              


      




     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS AGREEMENT is made on 2
December 2002, as amended and/or restated on 3 December 2003, 22 September 2004,
17 March 2005, 16 August 2005, 20 October 2005, 2 January 2007, 21 May 2008 and
18 December 2009

     

    BETWEEN:

     

    
      	
              (1)  

            	
              BELL MICROPRODUCTS
      LIMITED company incorporated in England and Wales with registered
      number 03969946 whose registered office is at, Cox Lane, Chessington,
      Surrey KT9 1SJ (“BMUK”) and BELL MICROPRODUCTS EUROPE
      EXPORT LIMITED a company incorporated in England and Wales with
      registered number 03711148 whose registered office is at Cox Lane,
      Chessington, Surrey KT9 1SJ (“BMEE”) (each an
      “Original Borrower” and together, the “Original
      Borrowers”);

            


    

     

    
      	
              (2)  

            	
              BM EUROPE PARTNERS C.V.
      a limited partnership (commanditaire
      vennootschap) established under the laws of the Netherlands, having
      its official seat in Emmen, the Netherlands and its registered office at
      Veluwezoom 42-50, 1327 AH Almere, the Netherlands and registered in the
      Commercial Register under number 04065637 (“BMEP”);

            


    

     

    
      	
              (3)  

            	
              BELL MICROPRODUCTS EUROPE
      B.V. a private company with limited liability (besloten vennootschap met
      beperkte aansprakelijkheid) incorporated under the laws of the
      Netherlands, having its official seat in Emmen, the Netherlands and its
      registered office at Veluwezoom 42-50, 1327 AH Almere, the Netherlands and
      registered in the Commercial Register under number 04064633 (“BMEBV”);

            


    

     

    
      	
              (4)  

            	
              BANK OF AMERICA, NATIONAL
      ASSOCIATION acting through its London branch at 5 Canada Square,
      London, E14 5AQ in its capacity as arranger (the “Arranger”), in its
      capacity as agent for the Lenders (the “Agent”), in its capacity
      as the Lender making Swingline Loans (the “Swingline Lender”), in
      its capacity as the Lender issuing any Letter of Credit or Guarantee (the
      “Issuer”) and in
      its capacity as security trustee under the Security Documents (the “Security Trustee”);
      and

            


    

     

    
      	
              (5)  

            	
              THE BANKS AND FINANCIAL
      INSTITUTIONS named in Schedule 1 (the “Original
      Lenders”).

            


    

     

    IT IS AGREED as
follows:

     

     

    
      	
              1.  

            	
              INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              Definitions

            


    

     

    Save as
otherwise provided in this Agreement, the following words and phrases have the
following meanings throughout this Agreement:

     

     Accession Notice: a notice
substantially in the form set out in Schedule 8 (Form of Accession Notice)
pursuant to which a Group Company may accede to this Agreement as an Additional
Borrower or, as the case may be, an Unsecured Guarantor;

     

     Account: in relation to each
Trading Company, its right to payment for a sale or lease and delivery of goods
or rendering of services;

     

     Account Debtor: each person
having any obligation on or in connection with an Account;

     

     Accounts Transfer Conditions:
the accounts transfer conditions incorporated into the Invoice Discounting
Agreements entered into by each IDF Company from time to time;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Additional Borrower: a Group
Company which has acceded to this Agreement as an Additional Borrower by
executing and delivering to the Agent an Accession Notice in accordance with
Clause 3 (Additional Borrowers
and Unsecured Guarantors);

     

     Additional Cost Rate: the
meaning given to it in paragraph 2 of Schedule 5 (Mandatory Cost
Formulae);

     

     Additional Monitoring and
Administration Fee: the meaning given to it in Clause 22.7 (Additional Monitoring and
Administration Fee);

     

     Adjusted Tangible Assets: the
meaning given to it in Clause 15.4 (Financial
Ratios);

     

     Adjusted Tangible Net Worth:
the meaning given to it in Clause 15.4 (Financial
Ratios);

     

     Affiliate:

     

    
      	
               
      

            	
              (i)

            	
              a
      person which, directly or indirectly, controls or is controlled by or is
      under common control with, a
Borrower;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      person which beneficially owns or holds, directly or indirectly, 5% or
      more of any class of voting shares of a Borrower;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      person in which 5% of any class of voting shares is beneficially owned or
      held, directly or indirectly, by a
Borrower;

            


    

     

     Agent Loan: the meaning given
to it in Clause 6.15.1 (Authorisation);

     

     Agent’s Spot Rate of Exchange:
the Agent’s spot rate of exchange for the purchase of the relevant currency with
sterling in the London foreign exchange market at or about 11.00 a.m. on a
particular day;

     

     Aggregate Exposure: at any
time, the aggregate at such time of the Total Outstandings and the Invoice
Discounting Facility Exposure at such time;

     

     Alternative Rate: at any time
during a calendar month, in relation to any Loan or unpaid sum denominated in
sterling or any Foreign Currency (as the case may be) on which interest is to be
calculated by reference to the Alternative Rate:

     

    
      	
               
      

            	
              (i)

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              (if
      no Screen Rate is available for the currency of that Loan or unpaid sum)
      the arithmetic mean of the rates (rounded up to 4 decimal places) as
      supplied to the Agent at its request quoted by the Reference Banks to
      leading banks in the London Interbank
Market,

            


    

     

     for a
period of 30 days, at or about 11.00 a.m. in London on the first business day of
that calendar month, for sterling or such Foreign Currency;

     

     Alternative Rate Revolving
Loan:  a revolving loan made or to be made by the Lenders in
relation to which interest thereon is to be calculated by reference to the
Alternative Rate;

     

     Anniversary Date: 20
October 2008 and each subsequent anniversary of such date;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Applicable
GAAP:

     

    
      	
               
      

            	
              (i)

            	
              save
      as provided in paragraph (ii) of this definition, in respect of any
      person, the generally accepted accounting principles and policies in the
      country in which such person is incorporated or under whose laws it is
      otherwise established, consistently
  applied;  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      connection with the preparation of the Pro-Forma Balance Sheet and the
      Management Accounts and for the purposes of determining compliance by BMUK
      with the financial ratio set out in Clause 15.4 (Financial Ratios),
      generally accepted accounting principles and policies in the United States
      of America, consistently applied (“US
    GAAP”);

            


    

     

     Applicable Margin: unless by
virtue of the operation of Clause 7.6 (Margin Ratchet) a lower rate
applies, prior to the receipt of a Limit Reduction Notice, three per cent.
(3.00%) per annum and, after receipt of a Limit Reduction Notice, two and one
half of one per cent. (2.50%) per annum;

     

     Approved Acquisition Conditions:
each of the following conditions:

     

    
      	
               
      

            	
              (i)

            	
              that
      the relevant acquisition (the “relevant acquisition”)
      is to be funded by the relevant Group Company (a “purchaser”) entirely out
      of Excess Availability and that at the time of the relevant acquisition,
      the amount of Excess Availability was not less than £5,000,000 and the
      projections, forecasts and other information supplied to the Agent
      pursuant to Clause 15.2 (Provision of Financial
      Information) demonstrate that an average Excess Availability of not
      less than £5,000,000 will be maintained for a continuous period of three
      (3) months commencing on the date of completion of the relevant
      acquisition;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      the costs of the relevant acquisition do not exceed £10,000,000 (or the
      equivalent in any other currency) and when aggregated with the costs of
      all other Pre-Approved Acquisitions made or in the process of being made
      by that or any other purchaser do not or, as the case may be, will not,
      exceed £20,000,000 (or the equivalent in any other currency) during the
      term of this Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              that
      the relevant purchaser (or BMUK on its behalf) has given written notice to
      the Agent (such notice to be served not less than 15 business days prior
      to the proposed date of completion of the relevant acquisition), such
      notice to include, without limitation, (A) the name of the company and/or
      a brief description of the assets being purchased and/or the nature of
      such company’s business; (B) a breakdown of the total consideration
      payable (including any element of deferred consideration and/or the
      details of any earn-out or possible additional consideration payable); (C)
      the business case or other reason(s) underlying the relevant acquisition;
      (D) the basic terms and conditions of the relevant acquisition; (E) a
      brief business plan and a historic financial statement in relation to any
      company being purchased (to include a profit and loss account, balance
      sheet and cash flow statement relating to the immediately preceding 12
      months);

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      the case of any relevant acquisition of shares in a company, such
      acquisition has been approved or recommended by the board of directors of
      such company;

            


    

     

    
      	
               
      

            	
              (v)

            	
              that
      the finance director of BMUK has delivered a certificate to the Agent
      (together with such additional information or evidence as the Agent may
      have reasonably required) confirming, among other matters, (A) that no
      Default has occurred and is continuing or will occur as a result of the
      completion of the relevant acquisition or would have occurred if the
      relevant acquisition had been completed on the last day of the Financial
      Quarter most recently ended; (B) the level of current creditors’ days
      outstanding together with confirmation that the largest twenty (20) trade
      creditors of the Group are being paid in accordance with the credit terms
      prevailing between such parties; and (C) that each of the foregoing
      conditions set out in paragraphs (i) to (iv) (inclusive) has been
      satisfied and will continue to be complied with as at each relevant date
      prescribed in this definition of “Approved Acquisition
      Conditions”.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     For the
purpose of this definition of “Approved Acquisition
Conditions”, the expression “costs” shall be construed to mean the total
initial, deferred or additional consideration paid or payable to any person(s)
in connection with any relevant acquisition, together with all reasonable costs,
fees and expenses (including legal or other professional advisers’ fees)
properly paid or payable in connection with the relevant
acquisition;

     

     Approved Acquisition Documents:
any (i) sale agreement, (ii) share exchange agreement, (iii) offering
circular or (iv) any other documents or instruments (howsoever described)
relating to a Pre-Approved Acquisition or any other acquisition of assets
approved by the Agent;

     

     Audit Fee: the meaning given
to it in Clause 22.4 (Audit
Fee);

     

     Auditors:
PricewaterhouseCoopers, chartered accountants, or any other firm of
chartered accountants of similar standing selected by BMUK and satisfactory to
the Agent;

     

     Available Commitment: in
relation to a Lender at any time, the Commitment of that Lender less the sum at
such time of the Original Sterling Amount of (i) the aggregate amount which it
has advanced and (ii) (in the case of the Issuer) the aggregate of its
contingent liabilities under any Letters of Credit or Guarantees issued by
it;

     

     Available Facility: at any
time, the aggregate of the Available Commitments;

     

     Available Revolving Facility Amount:
at any time, in relation to the Revolving Facility and any proposed
Utilisation thereof by any Borrower, the Revolving Facility Amount as reduced by
the sum at such time of the Original Sterling Amount of:

     

    
      	
               
      

            	
              (i)

            	
              the
      aggregate principal amount of all Revolving Loans and Swingline Loans then
      outstanding;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      aggregate face amount of all Letters of Credit and of the aggregate
      maximum contingent liability under all Guarantees issued by the
      Issuer;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      amount by which the Commitment of any Lender is or is due to be
      permanently cancelled or reduced in accordance with the terms of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              all
      reserves for accrued interest on the Revolving Loans and Swingline
      Loans;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Invoice Discounting Facility Exposure at such
  time;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      IDF Portfolio Loss; and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              all
      other reserves which the Agent in its discretion deems necessary or
      desirable to maintain with respect to any Borrower’s account (including,
      without limitation, in respect of any day-to-day fluctuations in the value
      of sterling against any Foreign Currency and in respect of any liability
      of any Borrower under any Hedging Agreement or in respect of any other
      Bank Products) and any amounts which the Agent, the Security Trustee, any
      Lender or any other Beneficiary may be obliged to pay in the future for
      the account of any Borrower;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Bank Product:  any
of the following products, services or facilities extended to an Obligor: (a)
Cash Management Services; (b) products under Hedging Agreements; (c) commercial
credit card and merchant card services; and (d) leases and other banking
products or services as may be requested by an Obligor, other than Letters of
Credit or other Utilisations;

     

     Bank Product
Debt:  financial indebtedness and other obligations of an
Obligor relating to Bank Products;

     

     Belgian IDF Company: Bell
Microproducts BVBA, a corporation incorporated under the laws of Belgium with
registered number 0474128872 and having its registered office at Mechelen
Campus, Schalienhoevedreef 20 1, B-2800 Mechelen, Belgium;

     

     Belgian Invoice Discounting
Agreement: the invoice discounting agreement dated 15 December 2004 and
made between the Belgian IDF Company and Bank of America, National Association
acting through its Antwerp branch at Uitbreidingstraat 180, Box 6, B2600,
Antwerp, Belgium;

     

     Belgian Pledge: any pledge in
respect of the Company Accounts and the Non-Vesting Accounts of the Belgian IDF
Company, in form and substance satisfactory to the Agent and the Receivables
Purchaser;

     

     Beneficiary: collectively (a)
each of the Agent, the Arranger, any Hedge Provider (provided always that such
Hedge Provider is BofA), the Swingline Lender, the Issuer, the Security Trustee
and any Lender; (b) BofA (in relation to Bank Products) and (c) BofA in its
capacity as Receivables Purchaser;

     

     BMEH: Bell Microproducts
Europe (Holdings) B.V., a private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of the Netherlands, having
its official seat in Almere, the Netherlands and its registered office at
Veluwezoom 42-50, 1327 AH Almere, the Netherlands and registered in the
Netherlands with the Trade Register under number: 39087200;

     

     BMEH IBM Guarantees: the
guarantees dated 1 December 2005 entered into by BMEH in favour of the IBM
Entities for a principal amount not exceeding €40,000,000 in aggregate in
respect of the obligations of members of the Restricted Group under invoice
purchase, working capital and term loan facility agreements entered into and to
be entered into between the IBM Entities (or any of them) and certain members of
the Restricted Group;

     

     BMEH Reichl Guarantee: the
guarantee by BMEH in favour of Mr Klaus Reichl for an amount not exceeding
€4,000,000 in aggregate in respect of the obligations of Bell Microproducts
Solutions GmbH under a facility agreement dated 23 November 2005 and made
between Mr Klaus Reichl (as lender), Bell Microproducts Solutions GmbH (as
borrower) and BMEH (as guarantor);

     

     BMUK/IDFC Group: collectively,
the BMUK Group and each of the IDF Companies;

     

     BMUK Group: BMUK and its
Subsidiaries for the time being;

     

     BofA: Bank of America,
N.A.;

     

     Borrowers: each Original
Borrower and each Additional Borrower and “Borrower” means any one of
them;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Borrowing Base Certificate: a
certificate in such form as the Agent may from time to time reasonably require
and completed by BMUK setting out, amongst other things, details of Accounts and
with effect from the Inventory Eligibility Date, if applicable, Inventory (as
specified in Clause 16.4.1 (Collateral Reporting) and of
preferential creditors so as to enable the Agent to determine the Available
Revolving Facility Amount;

     

     Borrowings: a sum equal to the
aggregate amount for the time being of the principal, capital or nominal amount
(determined on a consolidated basis) of all financial indebtedness of any member
of the Group (other than moneys borrowed or raised from another member of the
Group) and, without prejudice to the generality of the foregoing, shall be
deemed to include the following:

     

    
      	
               
      

            	
              (a)

            	
              the
      principal amount of any debenture, bond, note, loan stock, preference
      share capital, commercial paper or similar instrument of any member of the
      Group;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      amounts raised by any member of the Group under any bill of exchange (but
      excluding any bill drawn or accepted in the ordinary course of trade of
      the relevant member of the Group and which is payable at sight or not more
      than 90 days after sight or has a final maturity of not more than 90 days
      from the date thereof and is not refinancing another bill whether or not
      relating to the same underlying transaction) and the indebtedness of any
      member of the Group under any acceptance credit, bill discounting, note
      purchase or documentary credit
facility;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      aggregate amount remaining to be paid by any member of the Group under any
      credit agreement save for amounts remaining to be paid which cannot
      properly be attributed to capital in accordance with Applicable
      GAAP;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      capitalised value (determined in accordance with Applicable GAAP) of the
      outstanding commitments of any member of the Group under any finance
      lease;

            


    

     

    
      	
               
      

            	
              (e)

            	
              indebtedness
      under any receivables purchase, factoring or discounting arrangement
      including, without limitation, the Invoice Discounting Agreements (to the
      extent there is any recourse against any member of the
    Group);

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      aggregate amount remaining to be paid in respect of any credit (other than
      normal trade credit which has been outstanding for a period of less than
      90 days) granted to, or of any deferred payments due from, any member of
      the Group in respect of the acquisition or construction price of assets
      acquired or constructed or the purchase price of services
      supplied;

            


    

     

    
      	
               
      

            	
              (g)

            	
              indebtedness
      of any member of the Group in respect of any other transaction having the
      commercial effect of a borrowing or other raising of money entered into by
      it in order to finance its business or operations or capital requirements;
      and

            


    

     

    
      	
               
      

            	
              (h)

            	
              (without
      double counting) indebtedness of any member of the Group under any
      guarantee or other assurance against financial loss in respect of the
      financial indebtedness of any
person.

            


    

     

     For the
purpose of determining the amount of “Borrowings” at any time, any
amount which is on a particular day outstanding or repayable in a currency other
than sterling shall on that day be taken into account (i) if that day is the
last day of a Financial Year or Management Accounting Period, at its equivalent
in sterling at the rate of exchange used for the purpose of preparing the
balance sheet forming part of the Relevant Accounting Information prepared as at
such date and (ii) in any other case, at its sterling equivalent as determined
by the Agent by reference to the Agent’s Spot Rate of Exchange;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Borrowing Costs: in relation
to any financial period, a sum equal to the aggregate amount of all continuing,
regular or periodic costs (excluding any prepayment or termination fee), charges
and expenses incurred by the BMUK/IDFC Group in respect of such period (and
whether paid or not) in effecting, servicing or maintaining Borrowings including
(but without double-counting):

     

    
      	
               
      

            	
              (a)

            	
              interest
      (whether the same shall be payable immediately or be capitalised or
      otherwise deferred);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      fixed or minimum premium or dividend paid or payable on the maturity of
      any Borrowings;

            


    

     

    
      	
               
      

            	
              (c)

            	
              consideration
      given whether by way of discount or otherwise in connection with finance
      by way of acceptance credit, bill discounting, note purchase, receivables
      purchase, debt factoring or other like arrangement including, without
      limitation, the discount charge payable under the Invoice Discounting
      Agreements; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      gross amount payable under any finance lease or credit agreement less so
      much as can properly be attributed to
capital,

            


    

     

     the
amount of any such costs, charges and expenses to be allocated to each such
period over the term of any Borrowings in accordance with Applicable
GAAP;

     

     Capital Expenditure: all
payments due (whether or not paid) in respect of the cost of any fixed asset or
any improvement, replacement, substitution or addition thereto, which has a
useful life of more than one year, including, without limitation, those arising
in connection with the direct or indirect acquisition of such assets by way of
increased product or service charges or offset items or in connection with
finance leases;

     

     Capital Markets Transaction:
any direct or indirect public offering or private placement of any debt or
equity securities of (including any capital contribution to) any Borrower, BMEP,
BMEH or BMEBV;

     

     Cash Management
Services:  any services provided from time to time by BofA or
any of its Affiliates to an Obligor in connection with operating, collections,
payroll, trust, or other depository or disbursement accounts, including
automated clearinghouse, e-payable, electronic funds transfer, wire transfer,
controlled disbursement, overdraft, depository, information reporting, lockbox
and stop payment services;

     

     Cash Outflow: in relation to
any financial period and without double-counting, the aggregate for that period
of:

     

    
      	
               
      

            	
              (i)

            	
              Borrowing
      Costs;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              taxes
      paid;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              dividends
      paid or other distributions made;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Capital
      Expenditure;

            


    

     

    
      	
               
      

            	
              (v)

            	
              amortisation
      payments on Borrowings and the capital element of any rental payments or
      instalments under any credit agreement or finance
  lease;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      expenditure which results in a corresponding release of any provision in
      the balance sheet;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Charging Company: the
companies listed in Part 2 of Schedule 7 (The Dormant Companies and the
Guarantors) and any other Group Company which has executed the Debenture
or any other Security Document or which has acceded to the Debenture or any
other Security Document by executing a Supplemental Deed in accordance with
Clause 4 (Additional Charging
Companies);

     

     Closing Date: 2 December
2002;

     

     Collateral: the meaning given
to it in the Debenture;

     

     Collateral Management Fee: the
meaning given to it in Clause 22.3 (Collateral Management
Fee);

     

     Commitment: in relation to a
Lender at any time, the amount in sterling set opposite its name in Schedule 1
(Lenders and
Commitments) (and/or, as the case may be, the amount in sterling
specified as the portion transferred in the Transfer Certificate pursuant to
which such Lender increased its Commitment or became a party to this Agreement)
as the same may at any time be cancelled or reduced in accordance with this
Agreement;

     

     Commitment Period: the period
commencing on the Closing Date and ending on the date falling one month prior to
the Termination Date;

     

     Company Accounts: has, as the
context requires, the meaning ascribed to it in the applicable Invoice
Discounting Agreement;


    
       Current Assets: the meaning
given to it in Clause 15.4 (Financial
Ratios);

       

       Current Liabilities: the
meaning given to it in Clause 15.4 (Financial
Ratios); Debenture: the composite
guarantee and debenture creating one or more encumbrances in favour of the
Security Trustee on behalf of the Beneficiaries, dated 2 December 2002 and
executed as a deed by certain Charging Companies to secure the obligations of
the Obligors under the Finance Documents;

    

     

     Default: an Event of Default
or any condition, act or event which (with the giving of notice, lapse of time,
making of any determination, fulfilment of any condition or any combination of
any of the foregoing) may become an Event of Default;

     

     Discharge: a release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration of a Hazardous Substance into the indoor or outdoor
environment or into or out of any real estate or other property, including the
movement of Hazardous Substances through or in the air, soil, surface water,
groundwater or real estate or other property;

     

     Distribution: any dividend or
other distribution (whether in cash or in kind) in respect of share capital,
including any bonus issue or return of capital (whether at a premium or
otherwise);

     

     Dormant Company: a company
which is a “dormant”
company as defined in section 249AA Companies Act 1985 and which does not at any
time have assets (other than intercompany indebtedness) in excess of £5,000 (or
the equivalent in any other currency) and which expression shall include, for
the purposes of this Agreement, each of the companies whose names are set out in
Part 1 of Schedule 7;

     

     EBITDA: in relation to any
financial period, a sum equal to the BMUK/IDFC Group’s profit on ordinary
activities before taxation (save to the extent that such profit is attributable
to any interest received) after adding back Borrowing Costs, depreciation and
amortisation and deducting any release to profits of negative goodwill in
respect of such period but excluding:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     (a)           profits
or losses on the sale or termination of an operation;

     

     (b)           profits
or losses on the disposal of fixed assets; and

     

     (c)           extraordinary
items;

     

     EC Insolvency Regulation:
Council Regulation (EC) No. 11346/2000 of 29 May 2000 on insolvency
proceedings;

     

     Effective Date: the meaning
given to it in clause 3.1 (Effective Date) of the
Supplemental Agreement dated 21 May 2008;

     

     Eligible Accounts: the
Accounts which the Agent in the exercise of its commercial discretion determines
to be Eligible Accounts.  Without limiting the discretion of the Agent
to establish other criteria of ineligibility, Eligible Accounts shall not,
unless the Agent in its commercial discretion elects, include any
Account:

     

    
      	
               
      

            	
              (a)

            	
              with
      respect to which more than ninety (90) days have elapsed since the date of
      the original invoice or sixty (60) days have elapsed since the due date
      therefor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              with
      respect to which any of the representations, warranties, covenants and
      agreements contained in the Debenture are incorrect or have been
      breached;

            


    

     

    
      	
               
      

            	
              (c)

            	
              with
      respect to which Account (or any other Account due from the applicable
      Account Debtor), in whole or in part, a cheque, promissory note, draft,
      trade acceptance or other instrument for the payment of money has been
      received, presented for payment, and returned uncollected for any
      reason;

            


    

     

    
      	
               
      

            	
              (d)

            	
              which
      represents a progress billing (as hereinafter defined) or as to which the
      applicable Borrower has extended the time for payment without the consent
      of the Agent (for the purposes hereof, “progress billing” means any
      invoice for goods sold or leased or services rendered under a contract or
      agreement pursuant to which the Account Debtor’s obligation to pay such
      invoice is conditional upon such Borrower’s completion of any further
      performance under such contract or
agreement);

            


    

     

    
      	
               
      

            	
              (e)

            	
              with
      respect to which any one or more of the following events has occurred to
      the Account Debtor on such Account: (i) death or judicial declaration of
      incompetency of such Account Debtor who is a natural person; (ii) the
      filing by or against such Account Debtor of a request, notice of intention
      to appoint or petition for winding-up, dissolution, liquidation or
      bankruptcy of such person or for the appointment of an administrative
      receiver, receiver, manager or administrator in respect of such person or
      its assets or any other bankruptcy, insolvency or similar laws of the
      United Kingdom or any foreign jurisdiction now or hereafter in effect;
      (iii) the making of any general assignment by such Account Debtor for the
      benefit of its creditors; (iv) the appointment of a receiver or trustee of
      such Account Debtor or of any of the assets of the Account Debtor; (v) the
      institution by or against such Account Debtor of any other type of
      insolvency proceeding or of any formal or informal proceeding for the
      dissolution or liquidation of, settlement of claims against, or winding up
      of affairs of, such Account Debtor; (vi) the non-payment generally of such
      Account Debtor of its debts as they become due; or (vii) the cessation of
      the business of such Account Debtor as a going
  concern;

            


    

     

    
      	
               
      

            	
              (f)

            	
              if
      fifty per cent. (50%) or more of the aggregate sterling equivalent of
      outstanding Accounts owed at such time by the Account Debtor thereon is
      classified as ineligible pursuant to the other provisions of this
      definition;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (g)

            	
              owed
      by an Account Debtor which (i) does not maintain its registered office or
      principal place of business in the United States, Canada (other than the
      Province of Newfoundland), the United Kingdom or another country within
      the European Union prior to 1 May 2004, (ii) is not organised under the
      laws of the United States, Canada, part of the United Kingdom or another
      country within the European Union prior to 1 May 2004 or any political
      subdivision, state or province thereof, or (iii) is the government of any
      foreign country or sovereign state, or of any state, province municipality
      or other political subdivision thereof, or of any department, agency,
      public corporation, or other instrumentality thereof, except to the extent
      that such Account is secured or payable by a letter of credit satisfactory
      to the Agent in its discretion;

            


    

     

    
      	
               
      

            	
              (h)

            	
              owed
      by an Account Debtor which is an Affiliate or employee of such Borrower or
      an Account which the Agent determines is an Intercompany Account or an
      internal account;

            


    

     

    
      	
               
      

            	
              (i)

            	
              with
      respect to Accounts of a Borrower, with respect to which either the
      perfection, enforceability or validity of the security over such Account
      constituted by the Debenture, or the Security Trustee’s or the Agent’s
      right or ability to obtain direct payment to the Agent or, as appropriate,
      the Security Trustee, of the proceeds of such Account, is governed by any
      laws other than the local state or federal laws of the United States of
      America (including the UCC) or the laws of Canada, any part of the United
      Kingdom or another member of the European Union prior to 1 May
      2004;

            


    

     

    
      	
               
      

            	
              (j)

            	
              owed
      by an Account Debtor to which a Borrower or any Affiliate thereof is
      indebted in any way, or which is subject to any right of set-off or
      recoupment by the Account Debtor (or otherwise a contra account), unless
      the Account Debtor has entered into an agreement acceptable to the Agent
      to waive set-off rights, or if the Account Debtor thereon has disputed
      liability or made any claim with respect to any other Account due from
      such Account Debtor;

            


    

     

    
      	
               
      

            	
              (k)

            	
              [intentionally
      omitted];

            


    

     

    
      	
               
      

            	
              (l)

            	
              which
      represents a sale on a bill-and-hold, guaranteed sale, sale and return,
      sale on approval, consignment or other repurchase or return
      basis;

            


    

     

    
      	
               
      

            	
              (m)

            	
              which
      is evidenced by a promissory note or other similar
    instrument;

            


    

     

    
      	
               
      

            	
              (n)

            	
              with
      respect to which the Agent believes, in the exercise of its commercial
      judgment, that the prospect of collection of such Account is impaired or
      that such Account may not be paid by reason of the Account Debtor’s
      financial inability to pay;

            


    

     

    
      	
               
      

            	
              (o)

            	
              which
      arises out of a sale not made in the ordinary course of such Borrower’s
      business;

            


    

     

    
      	
               
      

            	
              (p)

            	
              with
      respect to which the goods giving rise to such Account have not been
      shipped and delivered to and accepted by, or have been rejected or
      objected to by, the Account Debtor or the services giving rise to such
      Account have not been fully performed by such Borrower, and, if
      applicable, accepted by the Account Debtor, or the Account Debtor revokes
      its acceptance of such goods or
services;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (q)

            	
              owed
      by an Account Debtor or group of affiliated Account Debtors which is
      obligated to the Borrowers, or any of them, representing Accounts the
      aggregate unpaid balance of which exceeds ten per cent. (10%) of the
      aggregate unpaid balance of all Accounts owed to the Borrowers at such
      time by all of the Borrowers’ Account
Debtors;

            


    

     

    
      	
               
      

            	
              (r)

            	
              which
      is not subject to a first priority, perfected Security Interest in favour
      of the Security Trustee, for the benefit of the Beneficiaries established
      in a manner satisfactory to the
Agent;

            


    

     

    
      	
               
      

            	
              (s)

            	
              owed
      by an Account Debtor incorporated outside the United Kingdom with whom
      such Borrower is trading in excess of its agreed credit
      limits;

            


    

     

    
      	
               
      

            	
              (t)

            	
              with
      respect to which such Borrower or the Agent has deemed such Account as
      uncollectible or has any reason to believe that such Account is
      uncollectible; and

            


    

     

    
      	
               
      

            	
              (u)

            	
              which
      the Agent determines, in its commercial discretion, is ineligible for any
      other reason.

            


    

     

     The Agent
will consider a request from BMUK for the inclusion of Accounts in excess of ten
per cent. (10%) of the total Eligible Accounts (as described in paragraph (q))
on a case by case basis, upon production by BMUK of such financial or other
information regarding the business condition (financial or otherwise) of the
Borrowers and the Group as the Agent may require and upon BMUK demonstrating to
the satisfaction of the Agent, an improvement in its trading and financial
position since 20 October 2005.

     

     If any
Account at any time ceases to be an Eligible Account, then such Account shall
promptly be excluded from the calculation of the Maximum Eligibility Amount and
the Revolving Facility Amount;

     

     Eligible Inventory: with
effect from the Inventory Eligibility Date, if any, Inventory valued at the
lower of cost (on a FIFO basis) or market value, which is eligible as the basis
for Revolving Loans, based on such criteria as the Agent may from time to time
establish in its reasonable commercial discretion;

     

     Environmental Authorisation:
any authorisation, permit, licence, consent, registration or other
approval required by or pursuant to any Environmental Law;

     

     Environmental Laws: all
applicable laws, regulations, codes of practice, circulars, statutory guides,
guidance notes and the like (whether in the United Kingdom or in any other
jurisdiction in which any Obligor carries on its business or in which its assets
may be situated) relating to contamination, human health, safety or the
environment including but not limited to those relating to Discharges, waste,
nuisance, health and safety, noise, packaging or the manufacture, processing,
use, handling, treatment, storage, labelling, recovery, recycling, transport or
disposal of Hazardous Substances;

     

     Equipment: in relation to each
Trading Company, all of its now owned and hereafter acquired machinery,
equipment, furniture, furnishings, fixtures and other tangible personal property
of any kind (except Inventory), as well as all of such types of property leased
by it and all of its rights and interest with respect thereto under such leases
together with all present and future additions and accessions thereto and
replacements therefor, component and auxiliary parts and supplies used or to be
used in connection therewith and all substitutes for any of the foregoing, and
all manuals, drawings, instructions, warranties and rights with respect thereto,
wherever any of the foregoing is located;

     

     Event of Default: any of those
events specified in Clause 17.1 (Events of
Default);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Exceptional Items: the meaning
given to it in Clause 15.4 (Financial
Ratios);

     

     Excess
Availability:  at any time, the amount, if any, by which the
Revolving Facility Amount exceeds the Aggregate Exposure at such
time;

     

     Facility Office: in relation
to a Lender at any time, the office set out under its name at the end of this
Agreement or, in the case of a Transferee, in the Transfer Certificate to which
it is a party as Transferee or, in the case of a Lender which is an assignee or
other successor of any other Lender, the office notified to the Agent by the
assignee or other successor on or before the date it becomes a Lender or such
other office as such Lender may from time to time notify to the
Agent;

     

     Fee Letter: means any letter
or letters dated on or about the date of this Agreement and/or the date of a
Supplemental Agreement between the Arranger and BMUK (or the Agent and/or the
Security Trustee and BMUK) setting out and/or relating to any of the fees
referred to in Clause 22 (Fees) and “Fee Letter (2008)” means such
letter dated 21 May 2008;

     

     Finance Documents: this
Agreement, the Invoice Discounting Agreements, any Fee Letter, any Accession
Notice, any Hedging Agreement, the Security Documents, the Supplemental
Agreements, the IBM Standstill Agreement, the Reichl Standstill Agreement,
documents evidencing or constituting Bank Products and any other agreement,
deed, notice, document or certificate from time to time designated as such by
the Agent and BMUK;

     

     Financial Quarter: any period
of three months in any Financial Year, ending on the day which is, respectively,
three, six or nine months after the first day of that Financial Year or on the
last day of that Financial Year;

     

     Financial Statements:
according to the context in which it is used, the Pro-Forma Balance Sheet or any
financial statements required to be delivered to the Agent pursuant to Clause
15.2 (Provision of Financial
Information) and complying with the provisions of Clause 15.3 (Financial Information – basis of
preparation);

     

     Financial Year: any period of
twelve months ending on 31 December;

     

     Foreign Currency: dollars,
euros or such other currency which is freely transferable and freely convertible
into sterling as may at any time be specifically agreed by the
Agent;

     

     French IDF Company: Bell
Microproducts Sarl, a corporation incorporated under the laws of France with
registered number 43474497500013 and having its registered office at 23 avenue
General Leclerc, 92340, Bourg La Reine, Paris, France;

     

     French Invoice Discounting
Agreement: the invoice discounting agreement dated 15 December 2004 and
made between the French IDF Company and Bank of America, National Association
acting through its Paris branch at 51 rue Francois 1er, 75008 Paris
France;

     

     French Bank Accounts Pledge:
any pledge in respect of the Company Accounts of the French IDF Company,
in form and substance satisfactory to the Agent and the Receivables
Purchaser;

     

     Group: BMEH and its
Subsidiaries at any time including, whether or not a Subsidiary of BMEH, each
IDF Company (but excluding, in each case, unless the Agent otherwise agrees, any
member of the Restricted Group) and “Group Company” shall mean any
one of them;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Guarantee: any guarantee
(which has been specifically agreed between the relevant Borrower and the Agent)
of the obligations of any person issued by the Issuer at the request of that
Borrower pursuant to the terms of Clause 6.4 (Letters of Credit and
Guarantees);

     

     Guarantors: each Secured
Guarantor and each Unsecured Guarantor and “Guarantor” means any one of
them;

     

     Hazardous Substance: any
radioactive emissions and any natural or artificial substance (whether in solid
or liquid form or in the form of a gas or vapour and whether alone or in
combination with any other substance) capable of causing harm to the
environment, human health or welfare or to any organism, including (without
limitation) any type of waste or any form of energy;

     

     Hedge Provider: the Arranger,
any Lender or any other bank or financial institution of international standing
whose long term unsecured debt securities are, on the date that it enters into
any Hedging Agreement, rated at least A+ by S&P or A1 by
Moody’s;

     

     Hedging Agreement: any
agreement or instrument between an Obligor and a Hedge Provider relating to the
hedging of an interest rate or a currency exposure (including a swap, option,
cap, collar or floor);

     

     IBM Entities: means Nederland
Financieringen B.V., IBM Belgium Financial Services S.A. and IBM Deutschland
Kreditbank GmbH (as agent for the foregoing entities) (and “IBM Entity” means any one of
them);

     

     IBM Standstill Agreement: the
standstill agreement dated on or about 20 December 2005 and entered into between
(1) IBM Deutschland Kreditbank GmbH (as agent for the other IBM Entitites), (2)
the Agent and the Security Trustee and (3) BMEH;

     

     IDF Companies: means the
Belgian IDF Company, the French IDF Company and the Italian IDF Company and any
other company which has entered into an Invoice Discounting Agreement and which
has consequently been designated an IDF Company by the Receivables Purchaser
from time to time and “IDF
Company” means any one of them;

     

     IDF Guarantee: the guarantee
by the Borrowers contained in clause 7 (Guarantee) of the
Supplemental Agreement dated 15 December 2004;

     

     IDF Portfolio Loss: an amount
equal to the amount by which the Remittances (as defined in the Accounts
Transfer Conditions) received in respect of an Account (as defined in the
Accounts Transfer Conditions) purchased by the Receivables Purchaser pursuant to
an Invoice Discounting Agreement fall short of the Purchase Price (as defined in
the Accounts Transfer Conditions) paid by the Receivables Purchaser pursuant to
that Invoice Discounting Agreement less the amount (if any) received by the
Receivables Purchaser by way of repurchase consideration or indemnity from the
relevant IDF Company, or from any other Obligor, in respect of that
Account;

     

     Information Memorandum: the
document in the form approved by BMUK concerning the Group which, at BMUK’s
request, and on its behalf, was prepared by the Arranger in relation to the
transactions contemplated by this Agreement and distributed to selected
financial institutions;

     

     Inter Company Sale Agreement:
the inter company sale agreement dated 17 March 2005 between BMUK and the
USD Co pursuant to which BMUK will sell US Inventory acquired by it to the USD
Co and the USD Co will, immediately prior to BMUK selling such US Inventory to
its customers, re-sell such US Inventory back to BMUK to enable BMUK to make
such sales;

     

     Intercompany Accounts: all
assets and liabilities, however arising, which are due to any Trading Company
from, which are due from any Trading Company to, or which otherwise arise from
any transaction by any Trading Company with, any Affiliate;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Interest Period: any of those
periods referred to in Clause 7 (Interest and Interest
Periods) (by reference to which interest is calculated on any LIBOR
Revolving Loan) or in Clause 18.2 (Default Interest Periods) (by
reference to which interest is calculated on an unpaid sum) provided that, save
in respect of any Interest Periods relating to an unpaid sum, no Interest Period
shall extend beyond the Termination Date;

     

     Inventory: in relation to each
Trading Company, all of its now owned and hereafter acquired inventory, goods
and merchandise, wherever located, to be furnished under any contract of service
or held for sale or lease, all raw materials, work-in-progress, finished goods,
returned goods and materials and supplies of any kind, nature or description
which are or might be used or consumed in its business or used in connection
with the manufacture, packing, shipping, advertising, selling or finishing of
such goods, merchandise and other personal property, and all documents of title
or other documents representing them;

     

     Inventory Eligibility Date:
the date, if any, upon which the Lenders shall have agreed, and the Agent
shall have advised BMUK to that effect, that Eligible Inventory may be eligible
as the basis for Revolving Loans;

     

     Invoice Discounting
Agreements: the Belgian Invoice Discounting Agreement, the French Invoice
Discounting Agreement and the Italian Invoice Discounting Agreement including,
in each case, the Account Transfer Conditions incorporated therein in accordance
with their respective terms together with any other Invoice Discounting
Agreement entered into from time to time by an IDF Company, including in each
case, the Accounts Transfer Conditions incorporated therein in accordance with
their respective terms;

     

     Invoice Discounting
Facilities: the invoice discounting facilities made available or to be
made available to the IDF Companies under the Invoice Discounting
Agreements;

     

     Invoice Discounting Facility
Exposure: at any time, the aggregate of the Total MDL Balance (as defined
in the Accounts Transfer Conditions) at such time, the sterling equivalent of
any Prepayments to be made on the date on which the computation falls to be made
and the sterling equivalent of all other amounts owing, actually or
contingently, by the IDF Companies under the Invoice Discounting Agreements at
such time, as notified to the Agent from time to time by each Receivables
Purchaser;

     

     Italian IDF Company: Bell
Microproducts S.r.l, a corporation incorporated under the laws of Italy with
registered number 13456670150 and having its registered office at Via V Pisani
12/a, 20124 Milan, Italy;

     

     Italian Invoice Discounting
Agreement: the invoice discounting agreement dated 15 December 2004 and
made between the Italian IDF Company and Bank of America, National Association
acting through its Milan branch at Corso Matteotti 10,20121 Milan, Italy and
includes any agreement from time to time entered into in order to extend the
validity of such invoice discounting agreement in order to comply with Italian
law;

     

     Italian Bank Accounts Pledge:
any pledge in respect of the Company Accounts of the Italian IDF Company, in
form and substance satisfactory to the Agent and the Receivables
Purchaser;

     

     Latest Projections: the
projections most recently received by the Agent pursuant to clause
15.2.3;

     

     Lender: means:

     

    
      	
               
      

            	
              (i)

            	
              any
      Original Lender; and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (ii)

            	
              any
      bank, financial institution, trust, fund or other entity which has become
      a party to this Agreement in accordance with Clause 28.3 (Assignments and Transfers by
      Lenders),

            


    

     

     which in
each case has not ceased to be a party to this Agreement in accordance with the
terms of this Agreement;

     

     Letter of Credit: any standby
letter of credit (which has been specifically agreed between a Borrower and the
Agent) issued by the Issuer at the request of a Borrower pursuant to the terms
of Clause 6.4 (Letters of
Credit and Guarantees);

     

     Letter of Credit and Guarantee
Fee: the meaning given to it in Clause 22.5 (Letter of Credit and Guarantee
Fee);

     

     LIBOR: in relation to any
LIBOR Revolving Loan or any unpaid sum and any Interest Period relating to
it:

     

    
      	
               
      

            	
              (i)

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              (if
      no Screen Rate is available for the currency or Interest Period of that
      Loan or unpaid sum) the arithmetic mean of the rates (rounded up to 4
      decimal places) as supplied to the Agent at its request quoted by the
      Reference Banks to leading banks in the London Interbank
      Market,

            


    

     

     at or
about 11.00 a.m. in London on the Quotation Date for a period comparable to the
relevant Interest Period;

     

     LIBOR Revolving Loan: a
revolving loan made or to be made by the Lenders in relation to which interest
thereon is to be calculated by reference to LIBOR;

     

     Limit Reduction Notice: a
notice from BMUK to the Agent in form and substance acceptable to the Agent
confirming that the loans and credit granted to the Parent by BMUK, do not
exceed $33,000,000 and requesting that the Parent Loan Limit be reduced to
$33,000,000 in accordance with Clause 7.7 (Reduction of the Parent Loan
Limit);

     

     Loans: each Revolving Loan and
Swingline Loan and “Loan”
means any one of them;

     

     Majority Lenders: Lenders
whose Outstandings together exceed sixty-six and two-thirds per cent (66 2/3%) of the
Outstandings of all the Lenders (or, if there are no Outstandings, Lenders whose
Commitments together exceed sixty-six and two-thirds per cent (66 2/3%) of the
Total Commitments) provided that, if at any time there are only two Lenders
party to this Agreement “Majority Lenders” shall mean
both of them together;

    

       

       

    

     Management Accounting Period:
each period of one calendar month ending on the last day of that
month;

     

     Management Accounts: the then
latest unaudited but consolidated and consolidating management accounts of BMEH,
BMEP, BMEBV, BMEE, BMUK and the Group (other than the members of the Restricted
Group but including in any event each IDF Company) in respect of each Management
Accounting Period to be prepared in accordance with Applicable GAAP and in a
format agreed by the Agent required to be delivered to the Agent pursuant to
Clause 15.2.2 (Management
Accounts);

     

     Mandatory Cost: the percentage
rate per annum calculated by the Agent in accordance with Schedule 5 (Mandatory Cost
Formulae);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Material Contracts: each of
the contracts details of which are set out in Schedule 10 (The Material Contracts) and
any other contract from time to time designated as a Material Contract by the
Agent and BMUK;

     

     Maximum Eligibility Amount:
the amount which is equal to the sum of:

     

    
      	
               
      

            	
              (a)

            	
              80%
      of the Net Amount of Eligible Accounts (the “Accounts Advance
      Rate”).  If at any time the Agent determines that the
      Dilution Percentage for the Borrowers (as a whole) has been equal to or
      less than 5% for a continuous period of three (3) months ending on the
      date of such determination, the Agent, in its absolute discretion (upon
      completing a field exam and such other reviews as it deems appropriate),
      may increase the Accounts Advance Rate to 85%.  “Dilution Percentage”
      means the percentage figure obtained by dividing (A) all credits,
      allowances, discounts, write-offs, contra-accounts and other set-offs
      incurred in any month which reduce the value of Accounts for the Borrowers
      (as a whole) by (B) the gross amount of all cash received and retained in
      the Receivables Accounts from all Accounts created by the Borrowers (as a
      whole) in such month; notwithstanding but without prejudice to the
      foregoing, the Agent shall have the right to reduce the Accounts Advance
      Rate or to establish reserves, if the Agent at any time determines that
      the Dilution Percentage has increased;
plus

            


    

     

    
      	
               
      

            	
              (b)

            	
              after
      the Inventory Eligibility Date, if applicable, up to 60% of the value of
      Eligible Inventory;

            


    

     

     Maximum Revolving Credit Line:
the maximum amount which is available under this Agreement; being £60,000,000
or, if the Agent has received a notice in accordance with Clause 2.7 (Increase of Maximum Revolving Credit
Line) and the period referred to in Clause 2.7 (Increase of Maximum Revolving Credit
Line) has expired, £76,000,000 (or such other amount as may be agreed
between the Agent and BMUK from time to time);

     

     Net Amount of Eligible Accounts:
the gross amount of Eligible Accounts less sales, excise or similar
taxes, and less returns, discounts, claims, credits and allowances of any nature
at any time issued, owing, granted, outstanding, available or claimed in respect
of such Eligible Accounts;

     

     Non-Vesting Accounts: has the
meaning given to it in the Accounts Transfer Conditions;

     

     Notice of
Conversion/Continuation: the meaning given to it in Clause 7.5.2 (Conversion and Continuation of
Revolving Loans);

     

     Obligors: each Borrower, each
Charging Company, each Guarantor and each other member of the Group which has,
or may be required by the Agent to have, any liability from time to time,
whether actual or contingent, present or future, for the payment of any amounts
outstanding or capable of becoming outstanding under any of the Finance
Documents and “Obligor”
means any one of them;

     

     Original Sterling Amount: in
relation to a Loan, the amount specified in sterling in the Utilisation Notice
relating to that Loan (or, if the amount requested is denominated in a Foreign
Currency, that amount converted into sterling at the Agent’s Spot Rate of
Exchange on the date which is three business days before the Utilisation Date
or, if later, on the date the Agent received the Utilisation
Notice);

     

     Outstandings: in relation to a
Lender at any time, the Original Sterling Amount of the aggregate principal
amount of its share of all (if any) Utilisations, including (in relation to the
Issuer) the Original Sterling Amount of the aggregate of its contingent
liabilities in respect of any such Utilisations consisting of the issue of any
Letters of Credit or Guarantees outstanding at that time;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Parent: Bell Microproducts
Inc.;

    

       Parent Financial Documents:
means:

       

      
        	
                (a)  

              	
                the
      quarterly management accounts of the Parent in respect of each Financial
      Quarter to be prepared in accordance with Applicable GAAP and in a format
      agreed by the Agent required to be delivered to the Agent pursuant to
      Clause 15.2.2 (Management Accounts);
      and

              


      

       

      
        	
                       (b)  

              	
                a
      certificate signed by an authorised signatory of the Parent certifying
      that no event or circumstance of a type described under Clauses 17.1.15
      (Cross Default)
      to 17.1.13 (Judgments) was, at the
      end of the Financial Quarter to which the relevant quarterly management
      accounts relate, outstanding in relation to the Parent and, without
      limitation, that the Parent is not in breach of any of the financial
      covenants set out at Clause 9.13 of the facility agreement dated 28
      September 2008 (as amended) and entered into between the Parent and
      Wachovia Capital Finance Corporation (Western) and other lenders, Clause
      6.2(g) of the facility agreement dated 30 June 2008 (as amended) and
      entered into between the Parent and The Teachers’ Retirement System of
      Alabama and other lenders, and Clause 6.2(g) of the facility agreement
      dated 2 October 2006 (as amended) entered into between the Parent and The
      Teachers’ Retirement System of Alabama and The Employees’ Retirement
      System of Alabama  (or any financial covenant in any agreement
      entered into for the purpose of refinancing amounts owed under any of
      those agreements).

              


      

       

       Parent Loan Limit: prior to
the Agent receiving a Limit Reduction Notice in accordance with Clause 7.7
(Reduction of the Parent Loan
Limit), an amount of $50,000,000 (or the equivalent in any other
currency) and after the Agent receives a Limit Reduction Notice in accordance
with Clause 7.7 (Reduction of
the Parent Loan Limit), an amount of $33,000,000 (or the equivalent in
any other currency).

    

     Participating Proportion: in
relation to a Lender and a sum payable to or by it on any date, the proportion
which the Commitment of that Lender bears to the Total Commitments on that
date;

     

     Permitted Encumbrance: any
encumbrance permitted under Clause 16.3.1 (Encumbrances);

     

     Permitted Indebtedness: any
indebtedness permitted under Clause 16.3.5 (Indebtedness);

     

     Pledge Agreements: the Belgian
Pledge, the French Bank Accounts Pledge and the Italian Bank Accounts Pledge and
any other pledge agreement from time to time entered into by an IDF Company
pursuant to the terms of an Invoice Discounting Agreement;

     

     Pre-Approved Acquisition: any
acquisition of any business, shares or other assets of any kind by any Group
Company which does not require the prior written consent or approval of the
Agent or the Lenders by virtue of the fact that both prior to and at the time of
its completion, each of the Approved Acquisition Conditions were
satisfied;

     

     Prepayment: the meaning given
to it in the Accounts Transfer Conditions;

     

     Qualifying Lender: a lender
which either:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (i)

            	
              is
      a bank as defined in section 840A of the Taxes Act which, for the purposes
      of section 349 of the Taxes Act, is within the charge to corporation tax
      as regards all interest payable to it under this Agreement;
    or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              is
      a lender (a “Treaty
      Lender”) which has the benefit of a double tax treaty which
      provides a complete exemption from UK income tax on
      interest;  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              is
      a lender (a “UK Non-Bank
      Lender”) which is beneficially entitled to interest payable to that
      lender in respect of a Loan under this Agreement and
  is:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      company resident in the United Kingdom for United Kingdom tax
      purposes;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      partnership each member of which is a company resident in the United
      Kingdom for United Kingdom tax purposes;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      company not so resident in the United Kingdom which carries on a trade in
      the United Kingdom through a branch or agency and which is required to
      bring that interest into account in computing its chargeable profits
      (within the meaning given by section 11(2) of the Taxes
    Act),

            


    

     

     and has
given a Tax Confirmation to the Borrowers;

     

     Quotation Date: in relation to
any period for which an interest rate is to be determined, the day on which
quotations would ordinarily be given by prime banks in the London Interbank
Market for deposits in the currency in relation to which such rate is to be
determined for delivery on the first day of that period provided that, if, for
any such period, quotations would ordinarily be given on more than one date, the
Quotation Date for that period shall be the last of those dates;

     

     Receivables Account: has the
meaning given to it in the Security Documents;

     

     Receivables Purchaser: Bank of
America, N.A. in its capacity as receivables purchaser under the Invoice
Discounting Agreements;

     

     Reference Banks: such banks as
may be appointed by the Agent in consultation with BMUK;

     

     Reichl Standstill Agreement:
the standstill agreement dated 23 November 2005 and made between (1) Mr
Klaus Reichl, (2) BMEH, (3) the Agent and the Security Trustee and (4) Bell
Microproducts Solutions GmbH;

     

     Relevant Accounting Information:
the meaning given to it in Clause 15.4 (Financial
Ratios);

     

     Relevant Agreements: the
Finance Documents, the Material Contracts and any Approved Acquisition
Documents;

     

     Reservations: the principle
that equitable remedies are remedies which may be granted or refused at the
discretion of the court, the limitation of enforcement by laws relating to
bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
administration and other laws generally affecting the rights of creditors, the
time barring of claims under the Limitation Act 1980, the possibility that an
undertaking to assume liability for or to indemnify against non-payment of
United Kingdom stamp duty may be void, the unenforceability of penalty
provisions and defences of set-off or counterclaim and similar principles
arising under the laws of any other jurisdiction in which relevant obligations
must be performed;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Restricted Group:
collectively, Bell Microproducts BV, a company incorporated in The
Netherlands registered at the Flevoland Commercial Register with number KvK:
39061489, its Subsidiaries for the time being and Bell Microproducts GmbH, a
company incorporated in Germany registered at the Munich Commercial Register
with number HRB162143 and Bell Microproducts Solutions NV, a company registered
in Belgium in Mechelen with number 0461 3609 02 and “member of the Restricted Group”
means any one of them but so that an IDF Company shall be deemed not to
be a member of the Restricted Group even if this is in fact the
case;

     

     Restricted Investment: any
acquisition of any assets by any Group Company in exchange for cash or other
assets, whether in the form of an acquisition of shares, debt securities or
other indebtedness or obligation, or the purchase or acquisition of any other
assets, or a loan, advance, capital contribution or subscription, except the
following:

     

    
      	
               
      

            	
              (i)

            	
              acquisitions
      of fixed assets to be used in the business of such Group Company, so long
      as the acquisition costs thereof constitute Capital Expenditure permitted
      hereunder;  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              acquisitions
      of goods held for sale or lease or to be used in the rendering of services
      by such Group Company in the ordinary course of
  business;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      acquisition of shares, debt securities or other indebtedness or
      obligation, or the making of any loan, advance, capital contribution or
      subscription by any Group Company in or to any other Group Company which
      is loss-making and solely for the purpose of recapitalising such
      loss-making Group Company, provided always that, unless (A) the funds (the
      “investment funds”) employed by the investing Group Company have been made
      available to it wholly by the Parent (directly or through BMEH) and not by
      the utilisation of any amounts drawn down under this Agreement and (B) the
      investment funds are the proceeds of a new capital injection (whether by
      way of debt or equity) into the investing Group Company occurring after 20
      October 2005 and not moneys already available to such investing Group
      Company, then such capital injection by the relevant investing Group
      Company may not exceed £500,000 without the prior written consent of the
      Agent;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      Pre-Approved Acquisition;

            


    

     

     Revolving Facility: the
facility referred to in Clause 2.1 (The Revolving
Facility);

     

     Revolving Facility Amount: the
lesser of:

     

     (i)           the
Maximum Revolving Credit Line; and

     

     (ii)           the
Maximum Eligibility Amount;

     

     Revolving Loan: each LIBOR
Revolving Loan and each Alternative Rate Revolving Loan made or to be made by
the Lenders pursuant to the Revolving Facility;

     

     Screen Rate: the British
Bankers Association Interest Settlement Rate for the relevant currency and
period displayed on page 3750 of the Telerate screen; if the agreed page is
replaced or service ceases to be available, the Agent may specify another page
or service displaying the appropriate rate after consultation with BMUK and the
Lenders;

     

     Secured Guarantor: each
Charging Company;

     

     Secured Obligations: the
meaning given to it in the Debenture;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Security Documents: the
Debenture, the Priority Agreement, the Pledge Agreements and any document
creating an encumbrance over any asset of any Obligor and/or any IDF Company
entered into pursuant thereto or pursuant to any other Finance Document and any
other security document granted to the Security Trustee as security for the
obligations of the Obligors and/or any IDF Company to the
Beneficiaries;

     

     Security Interest:
collectively the encumbrances granted to the Security Trustee pursuant to
the Security Documents or any other agreement or instrument;

     

     St. Crispin Mortgagee: HSBC
Bank PLC as mortgagee of the St. Crispin Property in connection with such
borrowing or such other bank or financial institution which may at any time
refinance all or any part of such borrowings, provided that such bank or
financial institution shall have entered into an intercreditor deed or other
priority arrangement on terms and conditions mutually acceptable to such bank or
financial institution, BMUK and the Agent;

     

     St. Crispin Priority
Agreement: the priority agreement, in form and substance satisfactory to
the Agent, entered or to be entered into between (1) BMUK, (2) the Security
Trustee and (3) HSBC Bank PLC;

     

     St. Crispin Property: all that
freehold property registered under title number LA596977 and more particularly
known as land to the west side of St. Crispin Way, Haslingden, Rossendale,
Lancashire;

     

     Subsidiary: of a person means
any company or entity directly or indirectly controlled by such
person;

     

     Supplemental Agreements: the
agreements supplemental to this Agreement dated 3 December 2003, 22 September
2004, 15 December 2004, 17 March 2005, 16 August 2005, 20 October 2005, 2
January 2007, 21 May 2008 and 18 December 2009 entered into by the parties
hereto;

     

     Supplemental Deed: a deed
supplemental to the Debenture or any other Security Document, substantially in
the form set out in schedule 9 to the Debenture or, as the case may be,
substantially in the form set out in such Security Document, entered or to be
entered into by a Group Company pursuant to which that Group Company accedes to
the Debenture or, as the case may be, any other Security Document, as a Charging
Company;

     

     Swingline Loan: a swingline
loan made or to be made by the Swingline Lender pursuant to Clause 6.3 (Swingline
Loans);

     

     TARGET:  the
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilises interlinked national real time gross settlement systems
and the European Central Bank’s payment mechanism and which began operations on
4 January 1999.

     

     TARGET2:  the
Trans-European Automated Real-time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19
November 2007.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     TARGET Day:

     

     (a)           until
such time as TARGET is permanently closed down and ceases operations, any day on
which both TARGET and TARGET2 are; and

     

     (b)           following
such time as TARGET is permanently closed down and ceases operations, any day on
which TARGET2 is,

     

     open for
the settlement of payments in euro.

     

     Taxes Act: the Income and
Corporation Taxes Act 1988;

     

     Tax Confirmation: a
confirmation by a person which is a Lender under this Agreement that the person
beneficially entitled to interest payable to that Lender in respect of a Loan
under this Agreement is either:

     

    
      	
               
      

            	
              (i)

            	
              a
      company resident in the United Kingdom for United Kingdom tax purposes;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      partnership each member of which is a company resident in the United
      Kingdom for United Kingdom tax purposes;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      company not so resident in the United Kingdom which carries on a trade in
      the United Kingdom through a branch or agency and which is required to
      bring that interest into account in computing its chargeable profits
      (within the meaning given by section 11(2) of the Taxes
    Act);

            


    

     

     Termination Date: subject to
Clause 9.5 (Extension of
Termination Date), 20 October 2011;

     

     Total Commitments: the
aggregate at any time of the Commitments of all the Lenders;

     

     Total Outstandings: the
aggregate at any time of the Outstandings of all the Lenders;

     

     Trading Company: each Group
Company with Eligible Accounts and, if applicable following the Inventory
Eligibility Date, with such Eligible Inventory as the Agent may agree in
writing;

     

     Transfer Certificate: a
certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate)
completed in accordance with Clause 28 (Assignments and
Transfers);

     

     Transferee: a Lender or other
financial institution which is a Qualifying Lender to which a Lender seeks to
transfer rights and obligations under this Agreement in accordance with Clause
28 (Assignments and
Transfers);

     

     Trust Property: all or any of
the assets, rights, powers, authorities and discretions at any time subject to
or expressed to be subject to the security from time to time constituted by or
arising pursuant to the Security Documents or vested in the Security Trustee or
given under or pursuant to the Security Documents including all income and other
sums at any time received or receivable by the Security Trustee in respect
thereof;

     

     Unsecured Guarantor: BMEH,
BMEP, Bell Microproducts S.a.r.l., Bell Microproducts S.r.l., Bell Microproducts
BVBA and each other Group Company which from time to time accedes to this
Agreement as an unsecured guarantor by executing and delivering to the Agent an
Accession Notice in accordance with Clause 3 (Additional Borrowers and Unsecured
Guarantors) and “Unsecured Guarantor” means any one of them;

     

     Unused Line Fee: the meaning
given to it in Clause 22.1 (Unused Line
Fee);

     

     US Inventory: Inventory
purchased by BMUK from third party suppliers where the purchase price paid by
BMUK to such third party suppliers is settled in dollars;

     

     USD Co: Bell Microproducts
(US) Limited (Company Number: 5305904) whose registered office is at Cox Lane,
Chessington, Surrey KT9 1SJ;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     Utilisation: a utilisation
consisting of the drawdown of a Swingline Loan or Revolving Loan or the issue by
the Issuer of a Letter of Credit or Guarantee;

     

     Utilisation Notice: a notice
of Utilisation substantially in the form set out in Schedule 4 (Form of Utilisation Notice);
and

     

     VAT: value added tax or any
similar tax substituted therefor.

     

    
      	
              1.2  

            	
              Construction

            


    

     

    Any
reference in this Agreement to:

     

    
      	
              1.2.1  

            	
              the
      “Agent”, the
      “Arranger”, the
      “Receivables
      Purchaser”, the “Security Trustee”, the
      “Issuer”, the
      “Swingline Lender”
      or any “Lender”
      shall be construed so as to include their respective successors,
      Transferees and assignees in accordance with their respective
      interests;

            


    

     

    
      	
              1.2.2  

            	
              “this Agreement” or to
      any other agreement or document shall, unless the context otherwise
      requires, be construed as a reference to this Agreement or such other
      agreement or document as the same may from time to time be amended,
      varied, supplemented, novated or replaced and shall include any document
      which is supplemental to, is expressed to be collateral with, or is
      entered into pursuant to or in accordance with, the terms of this
      Agreement or, as the case may be, such other agreement or
      document;

            


    

     

    
      	
              1.2.3  

            	
              the
      “assets” of any
      person shall be construed as a reference to all or any part of its
      business, operations, undertaking, property, assets, revenues (including
      any right to receive revenues) and uncalled
  capital;

            


    

     

    
      	
              1.2.4  

            	
              a
      “business day” is
      a reference to a day (other than a Saturday or Sunday) on which banks
      generally are open for business in London
and:

            


    

     

    
      	
              (a)  

            	
              (in relation to any date for
      the payment or purchase of a currency other than euro) in the principal
      financial centre of the country of that currency;
  or

            


    

     

    
      	
              (b)  

            	
              (in
      relation to any date for the payment or purchase of euro) which is a
      TARGET Day;

            


    

     

    
      	
              1.2.5  

            	
              a
      “capital adequacy
      regulation” shall be construed as a reference to any guideline,
      request or directive of any central bank or public authority, or any other
      law, rule or directive or regulation, whether or not having the force of
      law, in each case, regarding capital adequacy of any bank or of any
      corporation controlling a bank;

            


    

     

    
      	
              1.2.6  

            	
              a
      document being a “certified copy” of
      another means such document is certified by a duly authorised officer of
      the relevant Obligor (or by reputable solicitors to the relevant Obligor
      from time to time) as being a true, complete, accurate and up-to-date copy
      of the original;

            


    

     

    
      	
              1.2.7  

            	
              a
      person being “controlled” by another
      means that that other (whether directly or indirectly and whether by the
      ownership of share capital, the possession of voting power, contract or
      otherwise) has the power to appoint and/or remove all or the majority of
      the members of the board of directors or other governing body of that
      person or otherwise controls or has the power to control the affairs and
      policies of that person;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              1.2.8  

            	
              a
      “credit agreement”
      shall be construed as a reference to any conditional sale agreement (as
      defined in the Consumer Credit Act 1974), hire purchase or credit sale
      agreement or other similar agreement entered into primarily as a method of
      financing the acquisition of the asset which is the subject of such
      agreement;

            


    

     

    
      	
              1.2.9  

            	
              a
      Default which is “continuing” shall be
      construed as a reference to a Default which has not been remedied or
      waived;

            


    

     

    
      	
              1.2.10  

            	
              “dollars” and “US$” shall mean the
      lawful currency of the United States of
America;

            


    

     

    
      	
              1.2.11  

            	
              “EMU legislation” means
      legislative measures of the European Communities for the introduction of,
      changeover to or operation of the
euro;

            


    

     

    
      	
              1.2.12  

            	
              an
      “encumbrance”
      shall be construed as a reference to a mortgage, charge, assignment by way
      of security, pledge, lien, hypothecation, right of set-off, reservation of
      title arrangement, preferential right (save as arising under the general
      law for the protection of certain classes of creditors) or any trust,
      flawed asset or other arrangement for the purpose of and having a similar
      effect to the granting of security, or other security interest of any
      kind;

            


    

     

    
      	
              1.2.13  

            	
              “euro” and “EUR” means the single
      currency adopted by certain participating member states of the European
      Communities in accordance with EMU
legislation;

            


    

     

    
      	
              1.2.14  

            	
              a
      “finance lease”
      shall be construed as a reference to any lease or other similar agreement
      entered into primarily as a method of financing the use of the asset which
      is the subject of such lease or
agreement;

            


    

     

    
      	
              1.2.15  

            	
              “financial indebtedness”
      shall be construed as a reference to any indebtedness under or in respect
      of:

            


    

    
      
 

      
        
          	
                  (a)

                	
                  moneys
      borrowed or raised (including by way of preference share capital but
      excluding by way or ordinary shares);

                
	
                  (b)

                	
                  any
      debenture, bond, note, loan stock, commercial paper or similar
      instrument;

                
	
                  (c)

                	
                  any
      acceptance credit, bill-discounting, note purchase or documentary credit
      facility;

                
	
                  (d)

                	
                  any
      credit agreement or finance lease;

                
	
                  (e)

                	
                  any
      receivables purchase, factoring or discounting arrangement under which
      there is recourse in whole or in part to any member of the Group
      including, without limitation, the Invoice Discounting
      Agreements;

                
	
                  (f)

                	
                  credit
      (other than normal trade credit for a period not exceeding 90 days) or
      deferred payment arrangements in respect of the acquisition or
      construction price of assets acquired or constructed or the purchase price
      of services supplied;

                
	
                  (g)

                	
                  any
      other transaction having the commercial effect of a borrowing or other
      raising of money entered into by a person to finance its business or
      operations or capital requirements; or

                
	
                  (h)

                	
                  (without
      double counting) any guarantee or other assurance against financial loss
      in respect of the indebtedness of any person arising under an obligation
      falling within (a) to (g)
above;

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        



       

      
        	
                1.2.16  

              	
                the
      “Financial
      Statements” or the “Management Accounts”
      shall be construed so as to include any notes, reports, statements or
      other documents annexed or attached to any of
  them;

              


      

    

     

    
      	
              1.2.17  

            	
              a
      “guarantee” shall
      be construed so as to include an indemnity, bond, standby letter of credit
      and any other obligation (whatever called) of any person to pay for,
      purchase, provide funds (whether by the advance of money, the purchase or
      subscription for shares or other securities, the purchase of assets or
      services or otherwise) for the payment of, indemnify against the
      consequences of default in the payment of, or otherwise be responsible
      for, any indebtedness or other obligation of any other person (and
      “guaranteed” and “guarantor” shall be construed
    accordingly);

            


    

     

    
      	
              1.2.18  

            	
              “indebtedness” shall be
      construed as a reference to any obligation for the payment or repayment of
      money, whether as principal or as surety and whether present or future,
      actual or contingent;

            


    

     

    
      	
              1.2.19  

            	
              a
      document expressed to be “in the approved terms”
      is a reference to a document the terms, conditions and form of which have
      been initialled for the purpose of identification by or on behalf of the
      Agent;

            


    

     

    
      	
              1.2.20  

            	
              something
      having a “material
      adverse effect” on a person shall be construed as a reference to it
      having a material adverse effect (i) on its financial condition, business
      or operations or on the consolidated financial condition, business or
      operations of it and its Subsidiaries or (ii) on its ability to comply
      with its payment obligations under any Finance
  Document;

            


    

     

    
      	
              1.2.21  

            	
              a
      “month” is a
      reference to a period starting on one day in a calendar month and ending
      on the numerically corresponding day in the next calendar month save that,
      where any such period would otherwise end on a day which is not a business
      day, it shall end on the next business day, unless that day falls in the
      calendar month succeeding that in which it would otherwise have ended, in
      which case it shall end on the preceding business day provided that, if a
      period starts on the last business day in a calendar month or if there is
      no numerically corresponding day in the month in which that period ends,
      that period shall end on the last business day in that later
      month;

            


    

     

    
      	
              1.2.22  

            	
              a
      “participating member
      state” is a reference to any member state of the European
      Communities which adopts or has adopted the euro as its lawful currency in
      accordance with EMU legislation;

            


    

     

    
      	
              1.2.23  

            	
              a
      “person” shall be
      construed as a reference to any individual, firm, company, corporation,
      public authority or any association or partnership (whether or not having
      separate legal personality) of two or more of the
    foregoing;

            


    

     

    
      	
              1.2.24  

            	
              a
      “public authority”
      shall be construed as a reference to any government of any country or
      sovereign state or any political sub-division thereof or any department,
      agency, public corporation or other instrumentality of any of the
      foregoing;

            


    

     

    
      	
              1.2.25  

            	
              a
      “regulation” shall
      be construed so as to include any regulation, rule, by-law, official
      directive, requirement, request or guideline (whether or not having the
      force of law) of any governmental body, agency, department or regulatory,
      self-regulatory or other authority or
  organisation;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              1.2.26  

            	
              “sterling” and “£” denotes the lawful
      currency of the United Kingdom;

            


    

     

    
      	
              1.2.27  

            	
              the
      “sterling
      equivalent” of (i) any amount denominated in a Foreign Currency
      shall mean the equivalent in sterling of such amount as determined by the
      Agent by reference to the Agent’s Spot Rate of Exchange and of (ii) any
      amount denominated in sterling shall mean such sterling
      amount;

            


    

     

    
      	
              1.2.28  

            	
              “tax” shall be construed
      so as to include any present and future tax, levy, impost, deduction,
      withholding, duty or other charge of a similar nature (including, without
      limitation, any penalty or interest payable in connection with any failure
      to pay or any delay in paying any of the
same);

            


    

     

    
      	
              1.2.29  

            	
              “tax on overall net
      income” of a person shall be construed as a reference to tax (other
      than tax deducted or withheld from any payment) imposed on that person by
      the jurisdiction in which its principal office (and/or, in the case of a
      Lender, its Facility Office) is located on (i) the net income, profits or
      gains of that person world-wide or (ii) such of its net income, profits or
      gains as arise in or relate to that
  jurisdiction;

            


    

     

    
      	
              1.2.30  

            	
              an
      “unpaid sum” is a
      reference to an unpaid sum as that term is defined in clause
      18.1;

            


    

     

    
      	
              1.2.31  

            	
              the
      “winding-up”,
      “dissolution”,
      “administration”,
      “receivership” or
      “bankruptcy” of a
      person and references to the “liquidator”, “administrator”, “receiver”, “administrative
      receiver”, “receiver and manager”,
      “manager” or
      “trustee” of a
      person shall be construed so as to include any equivalent or analogous
      proceedings or, as the case may be, insolvency representative or officer
      under the law of the jurisdiction in which such person or, as the case may
      be, insolvency representative or officer is incorporated or constituted or
      of any jurisdiction in which such person or, as the case may be,
      insolvency representative or officer, carries on
  business.

            


    

     

    
      	
              1.3  

            	
              Any
      reference in this Agreement to any statute or statutory provision shall,
      unless the context otherwise requires, be construed as a reference to such
      statute or statutory provision (including all instruments, orders or
      regulations made thereunder or deriving validity therefrom) as in force at
      the date of this Agreement and as subsequently re-enacted or
      consolidated.

            


    

     

    
      	
              1.4  

            	
              Any
      reference in this Agreement to a time of day shall, save where the context
      otherwise requires, be construed as a reference to London
      time.

            


    

     

    
      	
              1.5  

            	
              In
      construing this Agreement general words introduced by the word “other”
      shall not be given a restrictive meaning by reason of the fact that they
      are preceded by words indicating a particular class of acts, matters or
      things and general words shall not be given a restrictive meaning by
      reason of the fact that they are followed by particular examples intended
      to be embraced by the general
words.

            


    

     

    
      	
              1.6  

            	
              The
      illegality, invalidity or unenforceability of any provision of this
      Agreement under the law of any jurisdiction shall not affect its legality,
      validity or enforceability under the law of any other jurisdiction nor the
      legality, validity or enforceability of any other provision of this
      Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              1.7  

            	
              This
      Agreement supersedes any previous agreement, whether written or oral,
      express or implied, between the Original Borrowers, the Arranger, the
      Agent, the Security Trustee and the Lenders, or any of them, in relation
      to the subject matter of this
Agreement.

            


    

     

    
      	
              1.8  

            	
              The
      headings in this Agreement are for convenience only and shall not affect
      its meaning and references to a clause, Schedule or paragraph are (unless
      otherwise stated) to a clause of, or schedule to, this Agreement and to a
      paragraph of the relevant Schedule.

            


    

     

    
      	
              1.9  

            	
              This
      Agreement may be signed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument.  Any
      party may enter into this Agreement by signing any such
      counterpart.

            


    

     

    
      	
              1.10  

            	
              Save
      where the context otherwise requires, the plural of any term includes the
      singular and vice versa.

            


    

     

    
      	
              1.11  

            	
              Except
      as provided in Clause 27.13 (Indemnity Provisions),
      the terms of this Agreement may only be enforced by a party to it and the
      operation of the Contracts (Rights of Third Parties) Act 1999 is
      excluded.  Notwithstanding such clause, the parties to this
      Agreement do not require the consent of any third party to rescind or vary
      this Agreement or any Finance Document at any
  time.

            


    

     

    
      	
              1.12  

            	
              Nothing
      in this Agreement or envisaged hereby shall operate, whether directly or
      indirectly, to constitute a partnership between any Obligor and any of the
      Beneficiaries.

            


    

     

    
      	
              1.13  

            	
              The
      liabilities and obligations of the Obligors under the Finance Documents to
      which each of them is expressed to be a party are and shall be construed
      as being, joint and several.

            


    

     

     

    
      	
              2.  

            	
              THE
      REVOLVING FACILITY

            


    

     

    The
Revolving Facility

     

    
      	
              2.1  

            	
              Subject
      to the terms and conditions of this Agreement, the Lenders shall make
      available to the Borrowers a revolving credit facility (the “Revolving Facility”) of
      up to the Maximum Revolving Credit Line. The Revolving Facility (as
      described in Clause 6 (Utilisation of the Revolving
      Facility)) shall consist of Revolving Loans (to be denominated in
      sterling and/or, if agreed between the relevant Borrower and the Agent,
      dollars, euro or one or more other Foreign Currencies) to be made by the
      Lenders and, if specifically agreed by the Agent (on the instructions of
      the Issuer), Letters of Credit and/or Guarantees to be issued by the
      Issuer (subject to reimbursement by the relevant Borrower and each of the
      Lenders on the terms set out in this Agreement) and Swingline Loans (to be
      denominated in sterling and/or dollars, euros or such one or more other
      Foreign Currencies as may be agreed between the relevant Borrower and the
      Swingline Lender), to be made by the Swingline Lender (subject to
      reimbursement by the Lenders on the terms set out in this Agreement) in a
      maximum aggregate principal Original Sterling Amount not exceeding the
      Revolving Facility Amount.

            


    

     

    Purpose

     

    
      	
              2.2  

            	
              The
      Revolving Facility is to be applied to meet each Borrower’s general
      working capital purposes and each Borrower shall apply all amounts raised
      by it under this Agreement accordingly provided that none of the Agent,
      the Security Trustee or any of the Lenders shall be obliged to concern
      itself with the application of amounts raised by any Borrower under this
      Agreement.

            


    

     

    Obligations
Several

     

    
      	
              2.3  

            	
              The
      obligations of each Lender under this Agreement are
      several.  The failure by any Lender to perform its obligations
      under this Agreement shall not affect the obligations of any Obligor
      towards any other party to this Agreement nor shall any such other party
      be liable for the failure by such Lender to perform its
      obligations.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Rights
Several

     

    
      	
              2.4  

            	
              The
      rights of each Lender are several.  The amount at any time owing
      by any Borrower to any party under this Agreement shall be a separate and
      independent debt from the amount owing to any other
  party.

            


    

     

    Financial
Assistance

     

    
      	
              2.5  

            	
              None
      of the proceeds of any Utilisation of the Revolving Facility under this
      Agreement may be used in any way which infringes section 151 Companies Act
      1985 or any similar or other statutory obligation whether in the United
      Kingdom or elsewhere unless the provisions of sections 155 to 158 thereof
      are actually complied with.

            


    

     

    Continuing
Obligations

     

    
      	
              2.6  

            	
              The
      obligations of any party under or in respect of Clauses 10 (Taxes), 11 (Increased Costs), 18
      (Default
      Interest), 19 (Indemnities and Currency of
      Account), 20.7 (Refunding of Payments),
      24 (Costs, Expenses and
      Stamp Duties) and 26.9 (Indemnity) shall
      continue even after the date (the “Discharge Date”) upon
      which the Total Commitments have been cancelled or otherwise reduced to
      zero and the Outstandings of all the Lenders have been permanently repaid
      or prepaid, to the extent of and in respect of any cost, expense, loss,
      liability or claim indemnifiable under any such clause and suffered or
      incurred by any Beneficiary on or prior to the Discharge
    Date

            


    

     

    Increase
of Maximum Revolving Credit Line

     

    
      	
              2.7  

            	
              BMUK
      may, by not less than 30 days’ prior written notice to the Agent, request
      that the Maximum Revolving Credit Line be increased from £60,000,000 to
      £76,000,000. Upon receipt of such notice, the Agent shall notify the
      Lenders and, upon the expiry of such period, the Maximum Revolving Credit
      Line shall be increased to £76,000,000. The Lenders shall enter into such
      documents and other agreements and carry out such actions as the Agent may
      require to give effect to such
increase.

            


    

     

     

    
      	
              3.  

            	
              ADDITIONAL
      BORROWERS AND UNSECURED GUARANTORS

            


    

     

    Request
or requirement

     

    
      	
              3.1  

            	
              BMUK
      may request that any Group Company shall become an Additional Borrower or,
      as applicable, the Agent may require that any Group Company shall become
      an Unsecured Guarantor by giving to the Agent or, as applicable, to BMUK
      not less than 10 business days’ notice.  For the avoidance of
      doubt, any Additional Borrower shall, unless the Agent otherwise agrees,
      automatically be required also to become a Charging Company pursuant to
      Clause 4 (Additional
      Charging Companies), without the need for the Agent to serve a
      further notice in accordance with Clause 4 (Additional Charging
      Companies).

            


    

     

    Accession

     

    
      	
              3.2  

            	
              The
      Group Company in respect of which the request or, as the case may be,
      requirement is made pursuant to Clause 3.1 (Request or Requirement)
      shall become an Additional Borrower or, as applicable, an Unsecured
      Guarantor:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              3.2.1  

            	
              if
      the Lenders approve or, as applicable, require the addition of that Group
      Company as an Additional Borrower or, as applicable, as an Unsecured
      Guarantor;

            


    

     

    
      	
              3.2.2  

            	
              upon
      BMUK delivering to the Agent a duly completed and executed Accession
      Notice;

            


    

     

    
      	
              3.2.3  

            	
              in
      the case of a request to appoint an Additional Borrower, if no Default has
      occurred or is likely to occur as a result of that Group Company becoming
      an Additional Borrower;

            


    

     

    
      	
              3.2.4  

            	
              if
      the Agent has received all of the documents and other evidence specified
      in Schedule 9 (Documents
      to accompany Accession Notice or Supplemental Deed) in relation to
      that Group Company and each is in form and substance satisfactory to the
      Agent.

            


    

     

    For the
avoidance of doubt, no Accounts or Inventory of any Group Company which is to
become an Additional Borrower shall be considered as Eligible Accounts or
Eligible Inventory, unless the Agent has completed a field examination and such
other due diligence as the Agent may require and such Accounts and Inventory
satisfy the applicable conditions set forth in this Agreement.

     

    Timing

     

    
      	
              3.3  

            	
              The
      Agent shall notify BMUK and the Lenders promptly upon being satisfied that
      it has received all of the documents and other evidence specified in
      Schedule 9 (Documents to
      accompany Accession Notice or Supplemental Deed) in relation to the
      relevant Group Company and that each is in form and substance satisfactory
      to it, whereupon subject always to Clauses 3.2.1, 3.2.2 and, in the case
      of a proposed Additional Borrower, Clause 3.2.3, the relevant Group
      Company shall become an Additional Borrower or, as applicable, an
      Unsecured Guarantor.

            


    

     

    BMUK
as agent

     

    
      	
              3.4  

            	
              Each
      Borrower and each Unsecured Guarantor shall be deemed to appoint BMUK as
      its agent for the purposes of the Finance Documents by its execution of an
      Accession Notice.  The Agent may rely on a document signed by
      BMUK as if it had been signed by any other Borrower or any Unsecured
      Guarantor.  BMUK may give a good receipt for any sum payable by
      any Finance Party to any other Borrower or an Unsecured
      Guarantor.  Any communication delivered to BMUK shall be deemed
      to have been delivered to each of the Borrowers and each Unsecured
      Guarantor.  Any communication made by BMUK to the Agent or any
      other Finance Party shall, to the extent permissible by law, be deemed to
      have been made with the consent of each other Borrower and each Unsecured
      Guarantor.

            


    

     

    Repetition
of Representations

     

    
      	
              3.5  

            	
              Delivery
      of an Accession Notice constitutes confirmation by the relevant Additional
      Borrower or, as applicable, Unsecured Guarantor that the representations
      and warranties set out in Clause 14.1 (General Representations and
      Warranties) which are required to be repeated pursuant to Clause
      14.3 (Repetition)
      are true and correct in all material respects in relation to it as at the
      date of delivery as if made by reference to the facts and circumstances
      then existing.

            


    

     

    Invoice
Discounting Agreements

     

    
      	
              3.6  

            	
              By
      executing an Accession Notice an Additional Borrower shall accede to, and
      be bound by, the IDF Guarantee as if it had been named in clause 7 (Guarantee) of the
      Supplemental Agreement dated 15 December 2004 as a
    Borrower.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              4.  

            	
              ADDITIONAL
      CHARGING COMPANIES

            


    

     

    Requirement

     

    
      	
              4.1  

            	
              The
      Agent (acting on the instructions of the Lenders) may require that any
      Group Company becomes a Charging Company by giving to BMUK not less than
      10 business days’ notice, provided that any Group Company which has
      acceded to this Agreement as an Additional Borrower shall, unless the
      Agent otherwise agrees, automatically be required to become a Charging
      Company without the need for the Agent to serve a notice under this Clause
      4 (Additional Charging
      Companies).

            


    

     

    Accession

     

    
      	
              4.2  

            	
              The
      Group Company in respect of which the requirement is made (or, in the case
      of an acceding Additional Borrower, is deemed to have been made) pursuant
      to Clause 4.1 (Requirement) shall
      become a Charging Company:

            


    

     

    
      	
              4.2.1  

            	
              (other
      than in the case of a Group Company acceding to this Agreement as an
      Additional Borrower (in which case, accession as a Charging Company shall,
      unless the Agent otherwise agrees, be automatic)), if the Lenders require
      the addition of that Group Company as a Charging
  Company;

            


    

     

    
      	
              4.2.2  

            	
              upon
      BMUK delivering to the Agent a duly completed and executed Supplemental
      Deed or such other security document as the Agent may require in form and
      substance satisfactory to the
Agent;

            


    

     

    
      	
              4.2.3  

            	
              if
      no Default has occurred or is likely to occur as a result of that Group
      Company becoming a Charging Company;
and

            


    

     

    
      	
              4.2.4  

            	
              if
      the Agent has received all of the following documents and other evidence
      in relation to that Group Company specified in Schedule 9 (which shall be
      required to be delivered within 60 days of receipt (or deemed receipt) of
      notice under Clause 4.1 (Requirement)) and each
      is in form and substance satisfactory to the
  Agent.

            


    

     

    Timing

     

    
      	
              4.3  

            	
              The
      Agent shall notify BMUK and the Lenders promptly upon being satisfied that
      it has received all of the documents and other evidence specified in
      Schedule 9 (Documents to
      accompany Accession Notice or Supplemental Deed) in relation to the
      relevant Group Company and that each is in form and substance satisfactory
      to it, whereupon subject always to Clauses 4.2.1 to 4.2.3 (inclusive) the
      relevant Group Company shall become a Charging
  Company.

            


    

     

    BMUK
as agent

     

    
      	
              4.4  

            	
              Each
      Charging Company shall be deemed to appoint BMUK as its agent for the
      purposes of the Finance Documents by its execution of a Supplemental Deed
      or other Security Document.  The Agent may rely on a document
      signed by BMUK as if it had been signed by each other Charging
      Company.  BMUK may give a good receipt for any sum payable by
      any Beneficiary to each other Charging Company.  Any
      communication delivered to BMUK shall be deemed to have been delivered to
      each of the Charging Companies. Any communication made by BMUK to the
      Agent shall, to the extent permissible by law, be deemed to have been made
      with the consent of each other Charging
Company.

            


    

     

    Repetition
of Representations

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              4.5  

            	
              Delivery
      of a Supplemental Deed constitutes confirmation by the relevant Charging
      Company that the representations and warranties set out in Clause 14.1
      (General representations
      and Warranties) which are required to be repeated pursuant to
      Clause 14.3 (Repetition) are true
      and correct in all material respects in relation to it as at the date of
      delivery as if made by reference to the facts and circumstances then
      existing.

            


    

     

     

    
      	
              5.  

            	
              CONDITIONS
      PRECEDENT

            


    

     

    The
Lenders shall be under no obligation to make the Revolving Facility available
under this Agreement unless the Agent has received, or the Lenders are satisfied
that the Agent will receive at the same time as or immediately prior to the
making available of the Revolving Facility, in form and substance satisfactory
to it, all of the documents and evidence referred to in Schedule 2 (Conditions Precedent) (save
to the extent that the Agent may at any time waive such receipt).

     

     

    
      	
              6.  

            	
              UTILISATION
      OF THE REVOLVING FACILITY

            


    

     

    General
Conditions of Utilisation

     

    
      	
              6.1  

            	
              The
      Lenders shall not be obliged to make the Revolving Facility available and
      no Utilisation Notice in respect of the Revolving Facility shall become
      effective unless the provisions with respect to Excess Availability
      outlined at Clause 16.2.14 (Excess Availability)
      are complied with;

            


    

     

    and
either:

     

    
      	
              6.1.1  

            	
              no
      Default has occurred and is continuing or would occur if the Revolving
      Facility was made available and the representations set out in Clauses
      14.1 (General
      Representations and Warranties) and 14.2 (Accounts and Inventory)
      to be repeated on and as of the proposed date for the making available of
      the Revolving Facility are true and correct in all material respects on
      and as of such date; or

            


    

     

    
      	
              6.1.2  

            	
              the
      Lenders have agreed (notwithstanding any such matter) to make the
      Revolving Facility available and no notice of termination of this
      Agreement has been given by BMUK as referred to in Clause 29 (Term and
      Termination).

            


    

     

    Revolving
Loans

     

    
      	
              6.2  

            	
              Subject
      to the terms of this Agreement, a Revolving Loan will be made by the
      Lenders to a Borrower on its request
if:

            


    

     

    
      	
              6.2.1  

            	
              not
      later than 11.00 a.m. on the business day immediately prior to the day
      which is the proposed date for the making of such Revolving Loan (or three
      business days in the case of any Revolving Loan to be denominated in a
      Foreign Currency), or such lesser period as the Agent may agree prior to
      the proposed date for the making of such Revolving Loan, the Agent has
      received from the relevant Borrower a Utilisation Notice in respect of
      such Revolving Loan;

            


    

     

    
      	
              6.2.2  

            	
              the
      proposed date for the making of such Revolving Loan is a business day
      during the Commitment Period;

            


    

     

    
      	
              6.2.3  

            	
              the
      Original Sterling Amount of the proposed amount of such Revolving Loan is
      a minimum amount of £3,000,000 and an integral multiple of £1,000,000 (or,
      where the Revolving Loan is to be made pursuant to Clause 6.8.3 (Refunding of Swingline Loans
      by the Lenders), an amount equal to the Original Sterling Amount of
      the aggregate principal amount of the Swingline Loans then outstanding)
      which is less than or equal to the lesser of the amount of the Available
      Facility and the Available Revolving Facility Amount;
  and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              6.2.4  

            	
              the
      proposed Interest Period in respect of such Revolving Loan is a period of
      one, two or three months (or such other period as the Agent may agree)
      ending on or before the Termination
Date.

            


    

     

    Swingline
Loans

     

    
      	
              6.3  

            	
              Subject
      to the terms of this Agreement, a Swingline Loan (which may be denominated
      in sterling, dollars, euro or such other Foreign Currency as the Swingline
      Lender may agree) will be made by the Swingline Lender to a Borrower on
      its request if:

            


    

     

    
      	
              6.3.1  

            	
              not
      later than 11.00 a.m. on the day which is the proposed date for the making
      of such Swingline Loan, the Agent has received from the relevant Borrower
      a Utilisation Notice in respect of such Swingline
  Loan;

            


    

     

    
      	
              6.3.2  

            	
              the
      proposed date for the making of such Swingline Loan is a business day
      during the Commitment Period.

            


    

     

    Letters
of Credit and Guarantees

     

    
      	
              6.4  

            	
              Subject
      to the terms of this Agreement, if the Agent agrees with a Borrower
      (acting on the instructions of the Issuer), the Issuer shall, at that
      Borrower’s request (contained in a Utilisation Notice) issue one or more
      documentary letters of credit (each a “Letter of Credit”) or
      Guarantees (each a “Guarantee”), in each
      case denominated in sterling or any Foreign Currency as the Issuer may
      agree, for that Borrower’s account.  The Issuer will not issue
      any Letter of Credit or Guarantee:

            


    

     

    
      	
              6.4.1  

            	
              if
      the Original Sterling Amount of the maximum face amount of the requested
      Letter of Credit or of the maximum contingent liability under the
      requested Guarantee, in each case plus all commissions, fees and charges
      due from the relevant Borrower in connection with its issue, would cause
      its Available Commitment or the Available Revolving Facility Amount to be
      exceeded at such time;

            


    

     

    
      	
              6.4.2  

            	
              if
      the expiry date of the Letter of Credit or Guarantee would be later than
      30 days prior to the Termination Date or a date falling more than 12
      months from its date of issue;

            


    

     

    
      	
              6.4.3  

            	
              if
      the Original Sterling Amount of the maximum face amount of the requested
      Letter of Credit or of the maximum contingent liability under the
      requested Guarantee, when aggregated with the Original Sterling Amount of
      the maximum face value of all Letters of Credit and of the maximum
      contingent liability under all Guarantees, in each case then in issue,
      would exceed £5,000,000,

            


    

     

    unless
the Issuer has specifically agreed with that Borrower that it is prepared to do
so.

     

    Utilisation
Notices

     

    
      	
              6.5  

            	 


    

     

    
      	
              6.5.1  

            	
              Subject
      to the terms of this Agreement, each Utilisation Notice shall be
      irrevocable and shall oblige the relevant Borrower to borrow the amount so
      requested or, as the case may be, to give effect to the Utilisation so
      requested on the date specified in such Utilisation Notice upon the terms
      and subject to the conditions set out in this
  Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              6.5.2  

            	
              The
      first Utilisation Notice delivered hereunder shall include a request to
      draw down as part of the relevant Revolving Loan an amount equal to the
      amount of any fees then due and payable to the Arranger, the Agent and the
      Lenders and to such other valuers and professional advisers as shall have
      been agreed with the Agent and the Lenders as being payable therefrom and
      an authorisation and direction to the Agent to appropriate for such
      purpose the proceeds of so much of the relevant Revolving Loan as is
      required to satisfy the payment in full of such
  fees.

            


    

     

    Termination
of Commitments

     

    
      	
              6.6  

            	
              If
      it has not already been cancelled or otherwise reduced to zero prior to
      such time the Commitment of each of the Lenders shall be reduced to zero
      at close of business in London on the last day of the Commitment
      Period.

            


    

     

    Special
Provisions relating to Revolving Loans

     

    
      	
              6.7  

            	 


    

     

    Agent’s
right to exceed limits

     

    
      	
              6.7.1  

            	
              The
      Agent, in its discretion, may elect to allow the limits of the Available
      Revolving Facility Amount to be exceeded on one or more occasions,
      provided that the Agent may never exceed the Maximum Revolving Credit
      Line.  If the Agent does exceed the limits of the Available
      Revolving Facility Amount, it may not do so by an amount which exceeds
      five (5) per cent. of the amount of the Maximum Revolving Credit Line and
      if it does exceed the limits of the Available Revolving Facility Amount on
      any occasion, the Agent shall not be deemed thereby to have changed such
      limits or to be obliged to exceed such limits on any other
      occasion.

            


    

     

    Sharing
of Applicable Margin

     

    
      	
              6.7.2  

            	
              On
      the first business day of each month following a month in which a
      Alternative Rate Revolving Loan shall have been outstanding and on the
      first business day of the next Interest Period following an Interest
      Period during which a LIBOR Revolving Loan shall have been outstanding,
      the Agent shall pay to each of the Lenders an amount equal to each such
      Lender's Participating Proportion of the interest which would have been
      payable on any Alternative Rate Revolving Loan outstanding during that
      month or, as the case may be, on any LIBOR Revolving Loan outstanding
      during that Interest Period, if such interest had been calculated on the
      basis of the Applicable Margin less 0.25% provided that the Agent shall
      have actually received all interest due from the relevant Borrowers on
      such Alternative Rate Revolving Loans or LIBOR Revolving Loans at the
      rates applicable to them. Each Lender agrees that the Agent shall pay such
      additional interest actually received from the Borrowers above that paid
      to the Lenders in accordance with this Clause 6.7 (Special Provisions relating to
      Revolving Loans) to Bank of America, National Association (in its
      capacity as a Lender) for its own
account.

            


    

     

    Special
Provisions relating to Swingline Loans

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              6.8  

            	 


    

     

    Notification

     

    
      	
              6.8.1  

            	
              The
      Swingline Lender shall notify the Agent and the Lenders at the end of each
      week of the net amount of Swingline Loans then
  outstanding.

            


    

     

    Repayment
of Swingline Loans

     

    
      	
              6.8.2  

            	
              The
      principal amount of the Swingline Loans denominated in any currency shall
      be repaid on a daily basis by the transfer of the full credit balance on
      each Receivables Account to any loan account denominated in that currency
      maintained by each Borrower with the Agent as contemplated in Clause 20.8
      (Debit to Loan
      Account) or otherwise on demand by the Swingline Lender, any such
      credit balance denominated in any particular currency to be applied first
      to the unpaid principal amount of Swingline Loans denominated in the same
      currency and thereafter in or towards repayment of the unpaid principal
      amount of any Swingline Loans denominated in any other currency, the
      manner and extent of such application to be at the Agent’s
      discretion.

            


    

     

    Refunding
of Swingline Loans by the Lenders

     

    
      	
              6.8.3  

            	
              The
      Agent will not less than weekly and may, at any time in its sole and
      absolute discretion or upon request of the Swingline Lender, on behalf of
      the Borrowers (each of which hereby irrevocably directs the Agent to act
      on its behalf in this respect), give notice to the Lenders (including the
      Swingline Lender) requiring that they make a Alternative Rate Revolving
      Loan to the relevant Borrower in an amount equal to the aggregate
      principal amount of the Swingline Loans then outstanding together with all
      interest accrued thereon but unpaid.  Interest on any such
      Alternative Rate Revolving Loan shall be calculated and payable in
      accordance with the provisions of Clause
7.2.2.

            


    

     

    
      	
              6.8.4  

            	
              Application of Alternative
      Rate Revolving Loans:  Regardless of whether the
      conditions in this Agreement for the making of Revolving Loans are then
      satisfied, each Lender shall make its share of any Alternative Rate
      Revolving Loan referred to in Clause 6.8.3 (Refunding of Swingline Loans
      by the Lenders) available to the Agent for the benefit of the
      Swingline Lender on the date notice of the requirement for any such
      Alternative Rate Revolving Loan is given to the
  Lenders.

            


    

     

    Special
Conditions for Issue of Letters of Credit and Guarantees

     

    
      	
              6.9  

            	
              In
      addition to being subject to the satisfaction of the applicable conditions
      precedent referred to in Clause 5 (Conditions Precedent),
      the obligation of the Issuer to issue any Letter of Credit or Guarantee is
      subject to the following conditions having been satisfied in a manner
      satisfactory to the Agent:

            


    

     

    
      	
              6.9.1  

            	
              the
      relevant Borrower shall have delivered to the Agent, at such times and in
      such manner as the Agent may prescribe, an application in form and
      substance satisfactory to the Agent for the issue of the Letter of Credit
      or Guarantee and such other documents as may be required pursuant to the
      terms thereof;

            


    

     

    
      	
              6.9.2  

            	
              the
      form and terms of the proposed Letter of Credit or Guarantee shall be
      satisfactory to the Agent and the Issuer;
and

            


    

     

    
      	
              6.9.3  

            	
              as
      of the date of issue, no order of any court, arbitrator or public
      authority shall purport by its terms to prohibit or restrain the Issuer or
      banks generally from issuing letters of credit or guarantees of the type
      and in the amount of the proposed Letter of Credit or Guarantee (as the
      case may be), and no law, rule or regulation applicable to the Issuer or
      banks generally and no request or directive (whether or not having the
      force of law) from any central bank or public authority with jurisdiction
      over the Issuer or banks generally shall prohibit, or request that the
      Issuer refrain from, the issue of letters of credit or guarantees
      generally or the issue of such Letter of Credit or
    Guarantee.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    General
Conditions for issue of Letters of Credit and Guarantees

     

    
      	
              6.10  

            	 


    

     

    Requests
for issue of Letters of Credit or Guarantees

     

    
      	
              6.10.1  

            	
              A
      Borrower shall give to the Agent four business days’ prior written notice
      of that Borrower’s request for the issue of any Letter of Credit or
      Guarantee. In the case of a Guarantee, such notice shall specify the
      maximum contingent liability to be guaranteed, the beneficiary in whose
      favour the Guarantee is to be issued, the effective date of issue of such
      Guarantee (which shall be a business day), details of the obligation in
      respect of which the contingent liability might arise and the date on
      which such obligation is due to mature or expire.  In the case
      of a Letter of Credit, such notice shall specify the original face amount
      and currency denomination of the Letter of Credit requested, the effective
      date of issue of such Letter of Credit (which shall be a business day),
      whether such Letter of Credit may be drawn in a single or partial draws,
      the date on which such Letter of Credit is to expire and the beneficiary
      of such Letter of Credit.

            


    

     

    No
extensions or amendment:

     

    
      	
              6.10.2  

            	
              The
      Issuer shall not be obliged to extend or amend or cause to be extended or
      amended any Letter of Credit or Guarantee it has
  issued.

            


    

     

    Events
of Default

     

    
      	
              6.10.3  

            	
              The
      Issuer need not, before issuing a Letter of Credit or Guarantee, make any
      enquiry or otherwise concern itself as to whether any event has occurred
      which, under the terms hereof, would relieve the Issuer from its
      obligations to issue that Letter of Credit or Guarantee and accordingly
      none of the Borrowers nor any of the Lenders shall have any right to
      resist any claim under Clause 6.12 (Payments pursuant to Letters
      of Credit or Guarantees) nor otherwise on the ground that any such
      event had occurred before the issue of the Letter of Credit or Guarantee,
      provided that, before issuing a Letter of Credit or Guarantee, the Issuer
      shall inform each of the Lenders of any Event of Default of which it has
      actual notice.

            


    

     

    Compensation
for Letters of Credit and Guarantees

     

    
      	
              6.11  

            	
              Each
      Borrower agrees to pay to the Agent for the account of the Issuer with
      respect to each Letter of Credit or Guarantee, the Letter of Credit and
      Guarantee Fee and such other reasonable fees and other charges as are
      charged by the Issuer for letters of credit or guarantees issued by it
      including, without limitation its standard fees for issuing,
      administering, amending, renewing, paying and cancelling letters of credit
      and guarantees and all other fees associated with issuing or servicing
      letters of credit, as and when assessed, all as specified in Clause 22.5
      (Letter of Credit and
      Guarantee Fee).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Payments
pursuant to Letters of Credit and Guarantees

     

    
      	
              6.12  

            	 


    

     

    Demands
under a Letter of Credit or Guarantee

     

    
      	
              6.12.1  

            	
              If
      a demand for payment is made under a Letter of Credit or Guarantee on the
      Issuer, the Issuer shall promptly notify the Agent of such demand and pay
      the sum demanded in accordance with the terms of the relevant Letter of
      Credit or Guarantee, whereupon:

            


    

     

    
      	
              (a)  

            	
              the Agent shall not later than
      four hours after receipt of such demand, if such demand is made prior to
      1.00 p.m. on any business day, or otherwise by 10.00 a.m. on the next
      succeeding business day, notify each Lender of the amount of such demand
      and such Lender’s proportion thereof which such Lender shall be obliged to
      pay; and

            


    

     

    
      	
              (b)  

            	
              each Lender shall on the date
      of such notification make its share of the amount demanded available to
      the Agent for the benefit of the Issuer in immediately available
      funds.

            


    

     

    If any
Lender is unable to make its share of such amount available on such date, it
shall nevertheless do so as soon as possible thereafter and in any event by no
later than two business days after the date notice of such requirement was given
to it by the Agent, together with interest thereon from the date of such notice
to the date of payment at the rate specified by the Agent as representing the
Issuer’s cost of funds.

     

    Indemnity

     

    
      	
              6.12.2  

            	
              Each
      Borrower agrees to indemnify and hold harmless the Issuer in sterling or
      sterling equivalent from and against all claims, demands, liabilities,
      damages, losses, costs, charges and expenses (including reasonable legal
      fees) which the Issuer may incur or sustain as a consequence of the issue
      of any Letter of Credit or Guarantee or the performance of its obligations
      thereunder (save where the same are caused by the Issuer’s gross
      negligence or wilful misconduct).  This is a continuing
      indemnity, extends to the ultimate balance of each Borrower’s obligations
      and liabilities under clause 6 and shall continue in force notwithstanding
      any intermediate payment in whole or in part of those obligations or
      liabilities.

            


    

     

    Payment
of Letter of Credit or Guarantee obligations

     

    
      	
              6.12.3  

            	
              Without
      limiting or affecting any of the provisions of this Clause 6.12 (Payments pursuant to Letters
      of Credit and Guarantees), each Borrower agrees to reimburse the
      Agent and each Lender for any draw under any Letter of Credit or Guarantee
      immediately upon demand, and to pay the Agent the amount of all other
      obligations and other amounts payable to it under or in connection with
      any Letter of Credit or Guarantee immediately when due, irrespective of
      any claim, set-off, defence or other right which that Borrower may have at
      any time against the Agent, the Lenders, the Issuer or any other
      person.

            


    

     

    Alternative
Rate Revolving Loans to satisfy reimbursement obligations

     

    
      	
              6.12.4  

            	
              If
      the Issuer honours a draw under any Letter of Credit or makes a payment
      under a Guarantee and the relevant Borrower shall not have repaid such
      amount to the Agent pursuant to Clause 6.12.3 (Payment of Letter of Credit or
      Guarantee obligations), the honouring of such draw or the making of
      such payment by the Issuer shall of itself cause there to arise an
      Alternative Rate Revolving Loan by the Lenders of the amount of such draw
      or payment which Alternative Rate Revolving Loan that Borrower shall be
      obliged to repay immediately.  In the event of non-payment of
      such Alternative Rate Revolving Loan, interest thereon shall be calculated
      by reference to successive periods of such duration as the Agent may
      select at a rate per annum which is the sum of (i) two per cent (2%) (ii)
      the Applicable Margin and (iii) the Alternative Rate for the month during
      which such interest accrues and shall be paid by the relevant Borrower at
      the end of the period by reference to which it is calculated or on such
      other date as the Agent may specify by written notice to that
      Borrower.  If not paid on the due date, the interest shall be
      added to and form part of the Alternative Rate Revolving Loan on which
      interest shall accrue and be payable in accordance with the provisions of
      this Clause 6.12.4 (Alternative Rate Revolving
      Loans to satisfy reimbursement
  obligations).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Letters
of Credit and Guarantees - Assumption of Risk

     

    
      	
              6.13  

            	 


    

     

    Authorisations

     

    
      	
              6.13.1  

               

               

            	
              Each
      of the Borrowers and the Lenders unconditionally and
      irrevocably:

            



    
      
        	
                (a)

              	
                authorise and direct the Issuer to pay any request or demand for
      payment under and in accordance with any Letter of Credit or Guarantee
      issued by it without requiring proof of the relevant Borrower’s agreement
      that any amount so demanded or paid is or was due and notwithstanding that
      the relevant Borrower may dispute the validity of any such request, demand
      or payment;

              
	
                (b)

              	
                confirms
      that the Issuer deals in documents only and shall not be concerned with
      the legality of any claim under any Letter of Credit or Guarantee or any
      other underlying transaction or any set-off, counterclaim or defence as
      between the relevant Borrower and any beneficiary of any Letter of Credit
      or Guarantee;  and

              
	
                (c)

              	
                agrees
      that the Issuer need not have any regard to the sufficiency, accuracy or
      genuineness of any such request or demand or any certificate or statement
      in connection therewith or any incapacity of or limitation upon the powers
      of any person signing or issuing any such request, demand, certificate or
      statement which appears on its face to be in order and agrees that the
      Issuer shall not be obliged to enquire as to any such matters and may
      assume that any such request, demand, certificate or statement which
      appears on its face to be in order is correct and properly
      made.

              


      

    

    Rights
of contribution and subrogation

     

    
      	
              6.13.2  

            	
              Until
      all amounts which are or may become payable by the Obligors under or in
      connection with the Finance Documents have been irrevocably paid in full
      and the Agent, the Issuer, the Swingline Lender and/or the Lenders are
      under no liability hereunder, whether actual or contingent, no Borrower
      shall, by virtue of any payment made by it under or in connection with or
      referable to this Clause 6 (Utilisation of the Revolving
      Facility) or otherwise be subrogated to any rights, security or
      moneys held or received by the Agent, the Lenders and/or the Security
      Trustee or be entitled at any time to exercise, claim or have the benefit
      of any right of contribution or subrogation or similar right against any
      of them and each Borrower irrevocably waives all rights of contribution or
      similar rights against each of
them.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Waiver
of defences

     

    
      	
              6.13.3  

            	
              Each
      Borrower’s obligations under this Clause 6 (Utilisation of the Revolving
      Facility) shall not be affected by any act, omission, matter or
      thing which, but for this provision, might reduce, release or prejudice
      any of its obligations hereunder in whole or in part, including without
      limitation and whether or not known to
it:

            


    

     

    
      
        	
                (a)

              	
                any time or waiver granted to or composition with any beneficiary or
      any other person;

              
	
                (b)

              	
                any
      taking, variation, compromise, exchange, renewal or release of, or refusal
      or neglect to perfect, take up or enforce, any rights, remedies or
      securities available to the Issuer or other person or arising under any
      Letter of Credit or Guarantee;  or

              
	
                (c)

              	
                any
      unenforceability, illegality or invalidity of any Letter of Credit or
      Guarantee to the intent that each Borrower’s obligations under this clause
      6 shall remain in full force and be construed as if there were no such
      effect.

              


      

    

    Supporting
Letter of Credit; Cash Collateral

     

    
      	
              6.14  

            	
              If,
      notwithstanding the provisions of this Clause 6 (Utilisation of the Revolving
      Facility) and Clause 29 (Term and Termination)
      any Letter of Credit or Guarantee is outstanding upon the termination of
      this Agreement, then upon such termination each Borrower shall deposit
      with the Security Trustee, at its discretion, with respect to each Letter
      of Credit or Guarantee then outstanding, in its favour and at its request
      either:

            


    

     

    
      	
              6.14.1  

            	
              a
      standby letter of credit (a “Supporting Letter of
      Credit”) in form and substance satisfactory to the Agent and the
      Security Trustee, issued by an issuer satisfactory to the Lenders in an
      amount equal to the greatest amount for which such Letter of Credit may be
      drawn (or, as the case may be, the maximum contingent liability under such
      Letter of Credit or Guarantee) together with all fees, expenses and
      charges in respect thereof (together the “maximum liability”) under which
      Supporting Letter of Credit the Security Trustee is entitled to draw
      amounts necessary to reimburse the Issuer (through the Agent) for payments
      made by the Issuer under such Letter of Credit or Guarantee;
      or

            


    

     

    
      	
              6.14.2  

            	
              cash
      in an amount equal to such maximum
liability.

            


    

     

    Such
Supporting Letter of Credit or deposit of cash shall be held by the Security
Trustee as security for, and to provide for the payment of, the aggregate face
amount of all Letters of Credit or, as the case may be, the aggregate maximum
contingent liability under all Guarantees, remaining outstanding.

     

    Agent
Loans

     

    
      	
              6.15  

            	 


    

     

    Authorisation

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              6.15.1  

            	
              Subject
      to the provisions of this Clause 6.15 (Agent Loans), the Agent
      is hereby authorised by each Borrower and the Lenders, from time to time
      in the Agent’s reasonable discretion, after the occurrence of a Default or
      an Event of Default which is continuing unremedied or unwaived or at any
      time that any of the other conditions to the making available of any Loans
      hereunder have not been satisfied (and provided in any such case that it
      is impractical to contact the Lenders), to make Alternative Rate Revolving
      Loans (but in any event not to exceed the Available Facility) to a
      Borrower on behalf of the Lenders which the Agent, in its reasonable
      business judgement, deems necessary or desirable (i) to preserve or
      protect any Collateral, (ii) to enhance the likelihood of, or maximise the
      amount of, repayment of any of the Outstandings or (iii) to pay any other
      amount chargeable to that Borrower pursuant to the terms of this
      Agreement, including without limitation any costs, fees and expenses (any
      such Alternative Rate Revolving Loan described in this Clause 6.15 (Agent Loans) being an
      “Agent Loan”).

            


    

     

    Revocation
of Authorisation

     

    
      	
              6.15.2  

            	
              The
      Lenders may at any time revoke the Agent’s authorisation contained in
      Clause 6.15.1 (Authorisation) to make
      Agent Loans, any such revocation to be in writing and to become effective
      only upon the Agent’s actual receipt
thereof.

            


    

     

    Repayment

     

    
      	
              6.15.3  

            	
              Agent
      Loans shall constitute Alternative Rate Revolving Loans under this
      Agreement repayable by the relevant Borrower on demand and shall bear
      interest at the rate per annum applicable to Alternative Rate Revolving
      Loans plus 2%.  The Agent shall notify each Lender in writing of
      each Agent Loan that it makes.

            


    

     

    Settlement

     

    
      	
              6.15.4  

            	
              It
      is agreed that each Lender shall participate in each such Alternative Rate
      Revolving Loan constituted by an Agent Loan in an amount equal to its
      Participating Proportion of the amount of such Alternative Rate Revolving
      Loan.  Notwithstanding such agreement, the Agent and the Lenders
      agree (which agreement shall not be for the benefit of or enforceable by
      the Borrowers) that in order to facilitate the administration of this
      Agreement settlement of Agent Loans shall take place on a periodic basis
      on such date or dates as the Agent may specify by written notice to the
      Lenders.  On receipt of any such notice, each Lender shall make
      an amount equal to its Participating Proportion of the outstanding
      principal amount of the Agent Loans in respect of which settlement is
      requested available to the Agent in immediately available funds to such
      account of the Agent as the Agent may designate, not later than 2.00 p.m.
      on the proposed settlement date (which shall be not less than three
      business days following the date of such notice). If any such amount is
      not made available to the Agent by any Lender on such settlement date,
      such Lender shall pay such amount to the Agent on demand together with
      interest thereon from such settlement date to the date of actual payment
      calculated at a rate per annum which is the sum of (i) two per cent (2%)
      (ii) the Applicable Margin and (iii) the Alternative Rate for the month
      during which such interest accrues.

            


    

     

    Participation
and Notification

     

    
      	
              6.16  

            	 


    

     

    Participation
by Lenders

     

    
      	
              6.16.1  

            	
              Each
      Lender will participate through its Facility Office in each Utilisation
      hereunder, comprising the making of the Revolving Loans, or in any amount
      to be reimbursed to the Swingline Lender or the Issuer following any
      non-payment by any Borrower of any amount due from it in respect of a
      Swingline Loan or, as appropriate, a Letter of Credit or Guarantee, in the
      proportion which its Commitment bears to the Total Commitments immediately
      prior to the making available of that Utilisation or, as the case may be,
      at the time of any such
non-payment.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Notification
to Lenders

     

    
      	
              6.16.2  

            	
              The
      Agent shall, promptly after receipt by it of a Utilisation Notice, notify
      each Lender of the details of such notice and of the amount of that
      Lender’s share of the Utilisation to be made available to the relevant
      Borrower.

            


    

     

    Aggregate
Exposure

     

    
      	
              6.17  

            	
              The
      Aggregate Exposure shall at no time exceed the Maximum Revolving Credit
      Line and if at any time this limit is exceeded as a consequence of
      currency fluctuations, the Borrowers shall provide cash cover in an amount
      equal to such excess.

            


    

     

     

    
      	
              7.  

            	
              INTEREST
      AND INTEREST PERIODS

            


    

     

    Dates
of Payment of Interest

     

    
      	
              7.1  

            	
              Each
      Revolving Loan shall bear interest on its unpaid principal amount from the
      date made until paid in cash at a rate determined by reference to the
      Alternative Rate for the month during which such interest accrues or to
      LIBOR, as applicable, and the relevant Borrower shall pay accrued interest
      on each such Revolving Loan (i) in the case of each Alternative Rate
      Revolving Loan, on the first day of each month thereafter and (ii) in the
      case of each LIBOR Revolving Loan, on the last day of each Interest Period
      relating to such LIBOR Revolving
Loan.

            


    

     

    If the
audited consolidated Financial Statements for the Group and related certificate
of BMUK for a Financial Year delivered in accordance with Clauses 15.2.1 (Financial Statements) and
15.3.3 (Certificate of
BMUK) show that a higher Applicable Margin should have applied during a
certain period, then BMEH shall (or shall ensure that the relevant Borrower
shall) promptly pay to the Agent any amounts necessary to put the Agent and the
Lenders in the position they would have been in had the appropriate rate of the
Applicable Margin applied during such period.

     

    Rate
of Interest

     

    
      	
              7.2  

            	 


    

     

    
      	
              7.2.1  

            	
              The
      rate of interest applicable to a LIBOR Revolving Loan from time to time
      during an Interest Period relating to it shall be the rate per annum which
      is the sum of (i) the Applicable Margin at such time, (ii) LIBOR relating
      to such LIBOR Revolving Loan for such Interest Period and (iii) the
      Mandatory Cost, if any, applicable to that LIBOR Revolving
      Loan.

            


    

     

    
      	
              7.2.2  

            	
              The
      rate of interest applicable to a Swingline Loan and each Alternative Rate
      Revolving Loan shall be a fluctuating rate per annum which is the sum of
      the Alternative Rate for the month during which such interest accrues and
      the Applicable Margin. Each change in the Alternative Rate for the month
      during which such interest accrues and the Applicable Margin shall be
      reflected in such interest rate as of the effective date of such
      change.

            


    

     

    Interest
Periods – LIBOR Revolving Loans

     

    
      	
              7.3  

            	
              Save
      as otherwise provided in this Agreement, the duration of each Interest
      Period relating to a LIBOR Revolving Loan shall be the period selected by
      the relevant Borrower in the Utilisation Notice relating to that LIBOR
      Revolving Loan.

            


    

     

    Maximum
Number of Interest Periods

     

    
      	
              7.4  

            	
              A
      Borrower may not select an Interest Period in respect of any LIBOR
      Revolving Loan of such a duration that there shall at any time be more
      than five Interest Periods in existence at the same
  time.

            


    

     

    Conversion
and Continuation of Revolving Loans

     

    
      	
              7.5  

            	 


    

     

    
      	
              7.5.1  

            	
              BMUK
      (on behalf of the Borrowers) may, upon irrevocable written notice to the
      Agent in accordance with Clause
7.5.2:

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                (a)   
    

              	
                at
      any time after the Outstandings in respect of Reference Revolving Rate
      Loans are equal to or exceed an amount equal to an Original Sterling
      Amount of £20,000,000 elect, as of any business day, in the case of
      Alternative Rate Revolving Loans, to convert any such Alternative Rate
      Revolving Loans (or any part thereof) in an amount or integral multiple of
      not less than £1,000,000 into LIBOR Revolving
  Loans;

              


      

       

      
        	
                (b)  

              	
                elect, as of the last day of
      the applicable Interest Period, to continue any LIBOR Revolving Loans
      having Interest Periods expiring on such day (or any part thereof) in an
      amount or integral multiple of not less than
  £1,000,000.

              


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      	
              (a)   

            	
              at
      any time after the Outstandings in respect of Reference Revolving Rate
      Loans are equal to or exceed an amount equal to an Original Sterling
      Amount of £20,000,000 elect, as of any business day, in the case of
      Alternative Rate Revolving Loans, to convert any such Alternative Rate
      Revolving Loans (or any part thereof) in an amount or integral multiple of
      not less than £1,000,000 into LIBOR Revolving
  Loans;

            


    

     

    
      	
              (b)  

            	
              elect, as of the last day of
      the applicable Interest Period, to continue any LIBOR Revolving Loans
      having Interest Periods expiring on such day (or any part thereof) in an
      amount or integral multiple of not less than
  £1,000,000.

            


    

     

    
      	
              7.5.2  

            	
              If
      any Revolving Loans are to be converted into or continued as LIBOR
      Revolving Loans, BMUK shall deliver a notice of conversion or continuation
      (a “Notice of
      Conversion/Continuation”) to be received by the Agent not later
      than 11.00 a.m. at least one business day (in the case of any Revolving
      Loan denominated in sterling) and at least three business days (in the
      case of any Revolving Loan denominated in a Foreign Currency), in advance
      of the proposed date of conversion or continuation
    specifying:

            


    

     

    
      	
              (a)  

            	
              the proposed date of such
      conversion or continuation;

            


    

     

    
      	
              (b)  

            	
              the aggregate amount of
      Revolving Loans to be converted or
    continued;  and

            


    

     

    
      	
              (c)  

            	
              the type of Revolving Loans
      resulting from the proposed conversion or
  continuation.

            


    

     

    
      	
              7.5.3  

            	
              If
      upon drawdown of any Revolving Loan or upon the expiry of any Interest
      Period applicable to any LIBOR Revolving Loan, BMUK has failed to select a
      new Interest Period to be applicable thereto or if any Default or Event of
      Default then exists, BMUK shall be deemed to have elected to convert such
      LIBOR Revolving Loan into an Alternative Rate Revolving Loan as of the
      expiry date of such Interest
Period.

            


    

     

    
      	
              7.5.4  

            	
              During
      the existence of a Default or an Event of Default, BMUK may not elect to
      have a Revolving Loan converted into or continued as a LIBOR Revolving
      Loan.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Margin
Ratchet

     

    
      	
              7.6  

            	 


    

     

    
      	
              7.6.1  

            	
              On
      the first business day of each Management Accounting Period, the Agent
      shall calculate the average daily Available Revolving Facility Amount
      during the previous Management Accounting Period. Subject to the
      provisions of this Clause 7.6 (Margin Ratchet), if the
      average daily Available Revolving Facility Amount during such previous
      Management Accounting Period was within a range set out below then the
      Applicable Margin for the next succeeding Management Accounting Period
      will (subject to any adjustment pursuant to Clause 7.6.3 below) be the
      percentage per annum set out in the table below, if such calculation is
      made prior to the receipt by the Agent of a Limit Reduction Notice, in the
      first column opposite that range and, if such calculation is made after
      the receipt by the Agent of a Limit Reduction Notice, in the second column
      opposite that range:

            


    

     

    
      	
              Average
      daily Available Revolving Facility Amount

            	
              Applicable
      Margin

              (%)
      per annum

            
	
              Prior
      to receipt

              of
      a Limit Reduction

              Notice

            	
              After
      receipt

              of
      a Limit Reduction

              Notice

            
	
              Less
      than £10,000,000

            	
              3.00

            	
              2.50

            
	
              Equal
      to or greater than £10,000,000 but less

              than
      £15,000,000

            	
              2.75

            	
              2.25

            
	
              Equal
      to or greater than £15,000,000 but less

              than
      £20,000,000

            	
              2.50

            	
              2.00

            
	
              Equal
      to or greater than £20,000,000

            	
              2.25

            	
              1.75

            


    

     

    
      	
              7.6.2  

            	
              Any
      increase or decrease (as applicable) in the Applicable Margin as a result
      of the operation of Clause 7.6.1 shall take effect on the first business
      day of the Management Accounting Period following the Management
      Accounting Period in respect of which the Agent shall have made the
      calculation referred to in Clause
7.6.1.

            


    

     

    
      	
              7.6.3  

            	
              At
      the same time as it prepares the next set of Management Accounts that are
      required to be delivered to the Agent in accordance with Clause 15.2.2
      (Management
      Accounts) following the end of a Financial Quarter ending on or
      after (but not before) 31 December 2005 (each such Financial Quarter being
      for the purposes of this Clause 7.6 (Margin Ratchet) the
      “Previous Financial
      Quarter”), BMUK shall calculate the actual EBITDA achieved from the
      start of the Financial Year in which the Previous Financial Quarter fell
      to the end of the Previous Financial Quarter (the “Actual YTD EBITDA”) and
      shall compare it against the projected EBITDA for that period (as set out
      in the projections delivered to the Agent prior to the Effective Date or,
      in any Financial Year commencing after the Effective Date, the Latest
      Projections delivered to the Agent in accordance with Clause 15.2.3 (Latest Projections) for
      that Financial Year) (the “Projected YTD EBITDA”).
      BMUK shall, at the same time as it delivers those Management Accounts to
      the Agent, deliver a certificate to the Agent (signed by its finance
      director) (an “Actual YTD
      EBITDA Certificate”) certifying the Actual YTD EBITDA achieved to
      the end of the Previous Financial Quarter and calculating (as a
      percentage) the amount (if any) by which the Projected YTD EBITDA to the
      end of the Previous Financial Quarter exceeds the Actual YTD EBITDA
      achieved to the end of the Previous Financial Quarter (the “Variance”). Subject to
      the provisions of this Clause 7.6 (Margin Ratchet) , if
      the Actual YTD EBITDA Certificate delivered to the Agent demonstrates that
      the Variance is within a range set out below then the Applicable Margin
      (as determined from time to time in accordance with Clause 7.6.1) will be
      increased by the amount set out below in the column opposite that
      range:

            


    

     

    
      	
              Variance

            	
              Amount
      by which the Applicable Margin determined in accordance with Clause 7.6.1
      is increased (%)

            
	
              Less
      than 30%

            	
              Nil

            
	
              Equal
      to or greater than 30% but less than 50%

            	
              0.25

            
	
              Equal
      to or greater than 50%

            	
              0.50

            


    

     

    For the
avoidance of doubt, if an Actual YTD EBITDA Certificate delivered to the Agent
demonstrates that the Actual YTD EBITDA achieved to the end of the Previous
Financial Quarter exceeds the Projected YTD EBITDA to the end of the Previous
Financial Quarter then the Applicable Margin (determined in accordance with
Clause 7.6.1) will be increased by zero per cent..

     

    If BMUK
does not deliver an Actual YTD EBITDA Certificate in accordance with Clause
7.6.3 then the Applicable Margin (determined in accordance with Clause 7.6.1)
will be increased by 0.50 per cent. per annum.

     

    
      	
              7.6.4  

            	
              Any
      increase in the Applicable Margin (determined in accordance with Clause
      7.6.1) as a result of the operation of Clause 7.6.3 shall take effect on
      the first business day of the Management Accounting Period in which the
      Actual YTD EBITDA Certificate is delivered or should have been
      delivered.

            


    

     

    
      	
              7.6.5  

            	
              For
      the avoidance of doubt, the Applicable Margin shall never, prior to the
      receipt by the Agent of a Limit Reduction Notice, be less than 2.25 per
      cent. per annum and, after the receipt by the Agent of a Limit Reduction
      Notice, be less than 1.75 per cent. per
annum.

            


    

     

    
      	
              7.6.6  

            	
              If,
      following receipt by the Agent of the audited consolidated Financial
      Statements for the Group and related certificate of BMUK in accordance
      with Clauses 15.2.1 (Financial Statements)
      and 15.3.3 (Certificate
      of BMUK), those Financial Statements and related certificate of
      BMUK show that the Variance stated in any Actual YTD EBITDA Certificate
      delivered in respect of any Financial Quarter falling in the Financial
      Year to which those Financial Statements relate was greater than the
      Variance stated in any Actual YTD EBITDA Certificate delivered in respect
      of any Financial Quarter falling in the Financial Year to which those
      Financial Statements relate, then the provisions of Clause 7.1 (Dates of Payment of
      Interest) shall apply and the Applicable Margin shall be determined
      using the table set out in Clause 7.6.3 above and each Variance in respect
      of a period shall be calculated using audited consolidated Financial
      Statements for the Group and related certificate of BMUK delivered for
      that Financial Year.

            


    

     

    
      	
              7.6.7  

            	
              At
      any time while a Default has occurred and is continuing, the Applicable
      Margin shall be, prior to the receipt by the Agent of a Limit Reduction
      Notice, 3.00 per cent. per annum and, after the receipt by the Agent of a
      Limit Reduction Notice, 2.50 per cent. per annum, notwithstanding any
      previous reduction of the Applicable Margin made pursuant to this Clause
      7.6 (Margin
      Ratchet) and no reduction shall be instituted while a Default has
      occurred and is continuing. For the avoidance of doubt, nothing in this
      Clause 7.6.7 shall limit any default interest or other charges that may be
      payable under this Agreement and if any default interest or other charges
      are payable under this Agreement then they shall be paid in addition to
      the Applicable Margin calculated under this Clause 7.6 (Margin
      Ratchet).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Reduction
of the Parent Loan Limit

     

    
      	
              7.7  

            	
              All
      parties to this Agreement agree that BMUK may, at any time, elect to
      reduce the Parent Loan Limit from $50,000,000 to $33,000,000 by a Limit
      Reduction Notice provided that the loans and credit granted to the Parent
      by BMUK, at the time that the Limit Reduction Notice is issued, does not
      exceed $33,000,000. The parties to this Agreement hereby agree and
      acknowledge that:

            


    

     

    
      	
              7.7.1  

            	
              for
      the purpose of any Limit Reduction Notice, BMUK is hereby appointed as
      agent for each Borrower, each Guarantor, BMEP and
  BMEBV;

            


    

     

    
      	
              7.7.2  

            	
              any
      Limit Reduction Notice will be irrevocable and binding on all parties;
      and

            


    

     

    
      	
              7.7.3  

            	
              the
      reduction in the Parent Loan Limit effected by any Limit Reduction Notice
      shall be effective from the date on which such Limit Reduction Notice is
      received by the Agent and until the Termination
  Date.

            


    

     

     

    
      	
              8.  

            	
              MARKET
      DISRUPTION

            


    

     

    Circumstances

     

    
      	
              8.1  

            	
              If
      at or about 11.00 a.m. on the Quotation Date for an Interest Period in
      respect of any LIBOR Revolving Loan the Agent (in consultation with the
      Lenders) determines it is not possible by reason of circumstances
      affecting the London Interbank Market generally (i) to determine LIBOR in
      accordance with its definition, or (ii) for the Lenders to obtain
      requisite matching deposits in the required currency in the London
      Interbank Market at the relevant time to fund their respective shares
      during such Interest Period, or (iii) for the Majority Lenders to obtain
      such deposits for such period at a cost less than or equal to the rate
      offered to the Agent in accordance with the definition of LIBOR, then the
      Agent shall forthwith notify BMUK and the Lenders and notwithstanding the
      provisions of Clause 7 (Interest and Interest
      Periods), the Interest Period in respect of that LIBOR Revolving
      Loan and the amount of interest payable in respect of that LIBOR Revolving
      Loan during its Interest Period shall be determined in accordance with the
      following provisions of this Clause 8 (Market
      Disruption).

            


    

     

    Applicable
Interest Rate

     

    
      	
              8.2  

            	
              If
      Clause 8.1 (Circumstances) applies
      in relation to a LIBOR Revolving Loan the duration of the Interest Period
      relating to that Loan shall be one month or, if less, such that it shall
      end on the Termination Date and the rate of interest applicable to that
      LIBOR Revolving Loan during its Interest Period shall be the rate per
      annum which is the sum of (i) the Applicable Margin, (ii) the Mandatory
      Cost, if any, and (iii) the rate determined by the Agent (and notified to
      BMUK) to be that which expresses as a percentage rate per annum the
      weighted average of the cost to each of the Lenders of funding its share
      of such LIBOR Revolving Loan during such Interest Period from whatever
      sources and in whatever manner each such Lender may reasonably
      select.

            


    

     

    Review
of Circumstances

     

    
      	
              8.3  

            	
              So
      long as any alternative basis for the calculation of interest as provided
      in Clause 8.2 (Applicable Interest
      Rate) is in force the Agent shall from time to time review whether
      or not the circumstances referred to in Clause 8.1 (Circumstances) still
      prevail with a view to returning to the normal provisions of this
      Agreement relating to the determination of the rates of interest
      applicable to any LIBOR Revolving
Loan.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Distribution
of Interest

     

    
      	
              8.4  

            	
              Interest
      on a LIBOR Revolving Loan during an Interest Period relating to it
      calculated at the rates specified in Clause 8.1 (Circumstances) or 8.2
      (Applicable Interest
      Rate) shall be distributed by the Agent to the Lenders in
      proportion to the amounts which represent the cost to each Lender of
      funding its share of such LIBOR Revolving Loan during such Interest Period
      provided that any such interest which is attributable to the Applicable
      Margin shall be distributed by the Agent to the Lenders in proportion to
      their respective shares in such LIBOR Revolving
  Loan.

            


    

     

     

    
      	
              9.  

            	
              REPAYMENT,
      PREPAYMENT AND CANCELLATION

            


    

     

    Repayment
of Revolving Loans

     

    
      	
              9.1  

            	
              Each
      Borrower shall repay each LIBOR Revolving Loan made to it, together with
      accrued but unpaid interest thereon, on the last day of the Interest
      Period applicable to that Loan.  Each Borrower may repay each
      Alternative Rate Revolving Loan and each Swingline Loan made to it,
      together with accrued but unpaid interest thereon, at any
      time.  Each Borrower shall, in any event, repay the outstanding
      principal balance of all Revolving Loans made to it, plus all accrued but
      unpaid interest thereon, upon the termination of this Agreement for any
      reason.  In addition, and without limiting the generality of
      each foregoing, each Borrower shall pay to the Agent, on demand, the
      amount by which the Original Sterling Amount of the unpaid principal
      balance of any Revolving Loans and any Swingline Loans when aggregated
      with the Original Sterling Amount of the maximum face amount of all
      Letters of Credit and the maximum contingent liability under all
      Guarantees then in issue (together “contingency
      outstandings”) at any time exceeds the Available Facility in
      respect of the Revolving Facility or the Available Revolving Facility
      Amount, the Available Facility and Available Revolving Facility Amount
      being determined for this purpose as if the amount of the Revolving Loans,
      Swingline Loans and contingency outstandings were zero.  Subject
      to the other terms of this Agreement and to availability, Revolving Loans
      and Swingline Loans may be
reborrowed.

            


    

     

    Cancellation
of Total Commitments

     

    
      	
              9.2  

            	
              Any
      Borrower may, by giving to the Agent not less than 30 business days’ prior
      notice to that effect, permanently cancel the whole (but subject to Clause
      29 (Term and
      Termination)) or any part (being a minimum amount of £5,000,000 and
      an integral multiple of £1,000,000) of the Total Commitments, provided
      that both on the date of such notice and upon the effective date of
      cancellation, the amount to be so cancelled does not exceed an amount
      equal to the difference between the Maximum Revolving Credit Line and the
      Aggregate Exposure and the Agent has not, pursuant to Clause 6.7 (Special Provisions relating to
      Revolving Loans), permitted the limits of the Available Revolving
      Facility Amount to have been exceeded. Any such cancellation shall reduce
      the Commitment of each Lender pro rata. If a Borrower cancels any part
      (but not the whole) of the Total Commitments, BMUK shall (or shall procure
      that such other Borrower shall) pay to the Agent (for the rateable benefit
      of the Lenders), on or prior to the date of such
    cancellation:

            


    

     

    
      	
              9.2.1  

            	
              0.75%
      of the amount of the Total Commitments so cancelled, if such cancellation
      is made on or prior to the first Anniversary
  Date;

            


    

     

    
      	
              9.2.2  

            	
              0.5%
      of the amount of the Total Commitments so cancelled, if such cancellation
      is made at any time after the first Anniversary Date but on or prior to
      the second Anniversary Date; and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              9.2.3  

            	
              0.25%
      of the amount of the Total Commitments so cancelled, if such cancellation
      is made at any time after the second Anniversary Date but on or prior to
      the date falling two months before the third Anniversary
    Date.

            


    

     

    Prepayment
and cancellation of Individual Lenders

     

    
      	
              9.3  

            	
              If
      a Borrower becomes obliged to pay an increased amount pursuant to Clauses
      10.1 (Requirement to
      Gross-up) or 11.1 (Increased Costs and Reduction
      of Return) or any Lender claims indemnification from BMUK under
      Clause 10.2 (Indemnity) or Clause
      11.1 (Increased Costs
      and Reduction of Return) and the Agent receives from BMUK at least
      fifteen days’ prior notice of the intention of the Borrowers to prepay
      such Lender’s Outstandings, such Lender shall, upon receipt by the Agent
      of such notice, cease to be obliged to participate in any further Loans,
      its Commitment shall be permanently cancelled and reduced to zero and each
      Borrower shall on the last day of each of the then current Interest
      Periods or earlier, if the Agent or such Lender so requires, prepay such
      Lender’s portion of the Loan to which such Interest Period relates
      together with any applicable break costs payable under Clause 19.2 (Break Costs) but
      otherwise without premium or
penalty.

            


    

     

    Notices
Irrevocable

     

    
      	
              9.4  

            	
              Any
      notice of cancellation or prepayment given by a Borrower (or BMUK on its
      behalf) pursuant to Clause 9.2 (Cancellation of Total
      Commitments) or Clause 9.3 (Prepayment and Cancellation of
      Individual Lenders) shall be irrevocable, shall specify the date
      upon which such prepayment is to be made and the amount of such prepayment
      and shall oblige that Borrower to make such prepayment on such
      date.  A Borrower shall not be entitled to reborrow any amount
      so prepaid.

            


    

     

    Extension
of Termination Date

     

    
      	
              9.5  

            	 


    

     

    
      	
              9.5.1  

            	
              On
      20 October 2010 BMUK may deliver a request to the Agent (which the Agent
      shall promptly forward to the Lenders), requesting that the Lenders shall
      extend the maturity of the Revolving Facility to 20 October
      2012.

            


    

     

    
      	
              9.5.2  

            	
              The
      decision whether or not to extend the Termination Date shall be in the
      absolute discretion of the Agent to determine (acting on the instructions
      of all of the Lenders) and shall be based upon such factors as the Agent
      may deem relevant (including, without limitation, the business condition
      (financial or otherwise) of the Group at the relevant time and after
      reviewing such forecasts, projections and financial and other information
      regarding the Borrowers and the Group as the Agent may require. The
      Borrowers acknowledge that the Agent and the Lenders shall not be under
      any obligation to extend the Termination
Date.

            


    

     

    
      	
              9.5.3  

            	
              If
      extended pursuant to this Clause 9.5 (Extension of Termination
      Date), references to the “Termination Date” in
      this Agreement and the other Finance Documents shall be construed as a
      reference to the Termination Date as from time to time extended. Any
      extension of term and restatement of this Agreement does not constitute a
      novation.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              10.  

            	
              TAXES

            


    

     

    Requirement
to Gross-up

     

    
      	
              10.1  

            	
              All
      payments to be made by any of the Obligors to any person under this
      Agreement shall be made free and clear of and without deduction for or on
      account of tax unless such Obligor is required by law to make such a
      payment subject to the deduction or withholding of tax, in which case the
      sum payable by such Obligor in respect of which such deduction or
      withholding is required to be made shall be increased to the extent
      necessary to ensure that, after the making of such deduction or
      withholding (including any deduction or withholding applicable to
      additional sums payable under this clause), such person receives and
      retains (free from any liability in respect of any such deduction or
      withholding) a net sum equal to the sum which it would have received and
      so retained had no such deduction or withholding been made or been
      required to be made.

            


    

     

    Indemnity

     

    
      	
              10.2  

            	
              Without
      prejudice to the provisions of Clause 10.1 (Requirement to
      Gross-up), if any person or the Agent is required to make any
      payment on account of tax (other than tax on its overall net income) on or
      calculated by reference to the amount of any Loan made or to be made under
      this Agreement or by reference to any Letter of Credit or Guarantee issued
      under this Agreement and/or by reference to any sum received or receivable
      under this Agreement by such person or the Agent on its behalf (including,
      without limitation, any sum received or receivable under this Clause 10
      (Taxes)) or any
      liability in respect of any such payment is asserted, imposed, levied or
      assessed against such person or the Agent on its behalf, the relevant
      Obligor shall, upon demand of the Agent, promptly indemnify such person
      against such payment or liability, together with any interest, penalties
      and expenses payable or incurred in connection therewith provided that the
      foregoing shall not apply to the extent that the payment or liability (a)
      is compensated for by an increased payment under Clause 10.1 (Requirement to
      Gross-up)or (b) would have been so compensated but was not so
      compensated, solely because one of the exclusions in Clause 10.6 (Limitation on Requirement to
      Gross-up) applied.

            


    

     

    Notification

     

    
      	
              10.3  

            	
              A
      Lender intending to make a claim pursuant to Clause 10.2 (Indemnity) shall notify
      the Agent of the event by reason of which it is entitled to do so
      whereupon the Agent shall notify the relevant
  Obligor.

            


    

     

    Tax
Receipts

     

    
      	
              10.4  

            	
              Without
      prejudice to the provisions of Clause 10.1 (Requirement to
      gross-up), if any Obligor makes any payment under this Agreement in
      respect of which it is required by law to make any deduction or
      withholding it shall pay the full amount to be deducted or withheld to the
      relevant taxation or other authority within the time allowed for such
      payment under applicable law and shall deliver to the Agent (no later than
      one week after the end of the time allowed for such payment under
      applicable law) an original receipt or other appropriate evidence issued
      by such authority evidencing the payment to such authority of all amounts
      so required to be deducted or withheld from such
  payment.

            


    

     

    Tax
Credits

     

    
      	
              10.5  

            	
              If
      any Obligor makes an increased payment under Clause 10.1 (Requirement to
      Gross-up) for the account of any person and such person in its sole
      opinion and based on its own interpretation of any relevant laws or
      regulations (but acting in good faith) determines that it has received or
      been granted a credit against or relief or remission for or in respect of
      any tax paid or payable by it in respect of or calculated by reference to
      the deduction or withholding giving rise to such payment, such person
      shall, to the extent that it determines that it can do so without
      prejudice to the retention of the amount of such credit, relief, remission
      or payment and, to the extent it is reasonably identifiable and
      quantifiable, as soon as practicable pay to such Obligor an amount equal
      to such part or all of such credit, relief, remission or repayment as can
      be made available to such Obligor in such a way as to leave such person
      (after such payment) in no better or worse position than it would have
      been in if such Obligor had not been required to make such deduction or
      withholding.  Nothing contained in this Clause 10.5 (Tax Credits) shall
      interfere with the right of a person to arrange its tax affairs in
      whatever manner it thinks fit nor oblige any person to disclose any
      information relation to its tax affairs or any computation in respect
      thereof.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Limitation
on Requirement to Gross-up

     

    
      	
              10.6  

            	 


    

     

    
      	
              10.6.1  

            	
              If
      any Lender ceases to be a Qualifying Lender, no Obligor shall be liable to
      pay to such Lender under Clause 10.1 (Requirement to
      Gross-up) any amount in excess of the amount it would have been
      obliged to pay if such Lender had not ceased to be a Qualifying Lender
      provided that this Clause 10.6 (Limitation on Requirement to
      Gross-up) shall not apply and each Obligor shall continue to be
      obliged to comply with its obligations under Clause 10 (Requirement to
      Gross-up) if and to the extent that after the date of this
      Agreement there shall have been any change in, or in the interpretation,
      administration or application of, any relevant law or double taxation
      treaty or any published practice or concession of any relevant taxing
      authority and as a result of such change (i) such Lender ceases to be a
      Qualifying Lender or (ii) such Obligor would be required to make a
      deduction or withholding on account of tax irrespective of whether the
      recipient of the relevant payment was or was not a Qualifying
      Lender.

            


    

     

    
      	
              10.6.2  

            	
              No
      Obligor shall be liable to make a payment to a Lender under Clause 10.1
      (Requirement to
      Gross-up) if on the date on which the payment falls due the
      relevant Obligor is able to show that the payment could have been made to
      such Lender without any deduction or withholding had such Lender complied
      with its obligations under Clause 10.7 (Double Taxation
      Relief).

            


    

     

    Double
Taxation Relief

     

    
      	
              10.7  

            	
              If,
      and to the extent that, the effect of Clause 10.1 (Requirement to
      Gross-up) or 10.2 (Indemnity) can be
      mitigated by virtue of the provisions of any applicable double tax treaty
      entered into by the United Kingdom (whether by a claim to repayment of any
      taxes referred to in Clause 10.1 (Requirement to
      gross-up) or 10.2 (Indemnity) or
      otherwise) each Lender agrees to co-operate (to the extent reasonably
      required) with affected Obligor(s) with a view to submitting any forms
      required for the purpose of ensuring the application of such double tax
      treaty so far as relevant, provided that no Lender shall be required
      pursuant to this Clause 10.7 (Double Taxation Relief)
      to complete or co-operate in completing any form which is not
      substantially similar to any form in use at the date of this Agreement for
      the purpose of claiming exemption or relief from or repayment of taxes
      envisaged hereunder pursuant to a double taxation treaty between the
      United Kingdom and such Lender’s jurisdiction of residence and which
      requires the Lender to undertake obligations which, in its reasonable
      opinion, are more onerous than those imposed upon it as at the date of
      this Agreement.

            


    

     

     

    
      	
              11.  

            	
              INCREASED
      COSTS

            


    

     

    Increased
Costs and Reduction of Return

     

    
      	
              11.1  

            	
              If
      the Agent or, as the case may be, any Lender, in its sole discretion
      determines that, as a result of (i) the introduction of, or any change in
      any law or in any treaty, directive or regulation (whether or not having
      the force of law but if not having the force of law, only if such treaty,
      directive or regulation is generally applicable to banks and of the type
      with which the relevant Lender is accustomed to comply) or the
      interpretation or application thereof, in each case after the date hereof,
      or (ii) compliance with any request from or requirement (whether or not
      having the force of law but if not having the force of law, only if such
      request or requirement is generally applicable to banks and of the type
      with which the relevant Lender is accustomed to comply) of any central
      bank or other fiscal, monetary or other authority made or imposed after
      the date hereof:

            


    

     

    
      	
              11.1.1  

            	
              it
      incurs a cost in assuming or maintaining all or any part of any Commitment
      under this Agreement and/or in making, maintaining or funding all or any
      part of its Outstandings or any unpaid sum and/or assuming or maintaining
      a contingent liability under or pursuant to this Agreement (whether under
      any Letter of Credit or Guarantee or otherwise), or that cost is
      increased; or

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              11.1.2  

            	
              any
      sum received or receivable by it under this Agreement or the effective
      return to it under this Agreement is reduced;
or

            


    

     

    
      	
              11.1.3  

            	
              it
      suffers a reduction in the rate of return on its overall capital below
      that which might reasonably have been anticipated at the date of this
      Agreement and which it would have been able to achieve but for having
      entered into and/or performing its obligations and/or assuming or
      maintaining a commitment or contingent liability under or pursuant to this
      Agreement; or

            


    

     

    
      	
              11.1.4  

            	
              it
      makes any payment or forgoes any interest or other return on or calculated
      by reference to the amount of any sum received or receivable by it under
      or pursuant to this Agreement; or

            


    

     

    
      	
              11.1.5  

            	
              it
      incurs a cost or increased cost, or suffers a reduction in any amount
      payable to it or in the effective return on its capital, or forgoes any
      interest or any other return as a result of the introduction of,
      changeover to or operation of the euro in the United
    Kingdom,

            


    

     

    and in
any such case, the same is attributable to its liabilities or obligations under
this Agreement, then the person concerned shall notify the Agent of the relevant
event (setting out in reasonable detail the basis on which its claim has been
computed) promptly upon its becoming aware of the same, whereupon the Agent
shall notify BMUK and, upon demand of the Agent, BMUK shall pay, or shall
procure that there is paid, on demand to the Agent for the account of the person
concerned  an amount sufficient to indemnify that person against the
relevant cost, increased cost, reduction, reduction in the rate of return,
payment or forgone interest or other return or such proportion thereof as is, in
the opinion of such person, attributable to its obligations under or pursuant to
this Agreement.

     

    Capital
Adequacy

     

    
      	
              11.2  

            	
              If
      the Agent, or as the case may be, any Lender, in its sole discretion
      determines that (i) the introduction of, or any change in, any capital
      adequacy regulation or in the interpretation or application thereof, in
      each case after the date hereof, or (ii) compliance by such person or any
      corporation controlling it with any capital adequacy regulation, affects
      or would affect the amount of capital, reserves or special deposits
      required or expected to be maintained by such person or any corporation
      controlling it and (taking into consideration such person’s or such
      corporation’s policies with respect to capital adequacy) determines that
      the amount of such capital, reserves or special deposits is increased as a
      consequence of its loans, contingent liabilities or obligations under this
      Agreement then, upon demand of the Agent (having been so notified by such
      person) to BMUK, BMUK  shall pay, or shall procure that there is
      paid, to the Agent for the account of the person concerned, from time to
      time as specified by the Agent, additional amounts sufficient to
      compensate such person for such
increase.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exceptions

     

    
      	
              11.3  

            	
              Clauses
      11.1 (Increased Costs
      and Reduction of Return) and 11.2 (Capital Adequacy) do
      not apply to any cost, increased cost, reduction, reduction in the rate of
      return, payment or forgone interest or other return compensated for by (a)
      payment of the Mandatory Cost, (b) by the operation of Clause 10 (Taxes), (c) by a change
      in the rate of tax on the overall net income of the Agent or any Lender or
      (d) which is attributable to the wilful breach by the relevant Lender or
      any of its Affiliates of any law or
regulation.

            


    

     

     

    
      	
              12.  

            	
              ILLEGALITY

            


    

     

    Consequences
of Illegality

     

    
      	
              12.1  

            	
              If
      at any time it is unlawful, or contrary to any directive or request of any
      applicable central bank or other fiscal, monetary or other authority, or
      impossible for a Lender to make, fund or allow to remain outstanding any
      Loan made or to be made under this Agreement or to assume or remain under
      any obligations hereunder in relation to or under any Letter of Credit or
      Guarantee, then the Agent shall, promptly after becoming aware of the
      same, deliver to BMUK a certificate to that effect
  and:

            


    

     

    
      	
              12.1.1  

            	
              such
      Lender shall not thereafter be obliged to make or participate in any Loan
      under this Agreement or (in the case of the Issuer) issue any Letter of
      Credit or Guarantee and its Commitment shall immediately be cancelled and
      reduced to zero; and

            


    

     

    
      	
              12.1.2  

            	
              if
      the Agent on behalf of such Lender so requires, each Borrower shall on the
      last day of the Interest Period for each such Loan occurring after the
      Agent has notified BMUK or (if earlier) on such date as the Agent shall
      have specified (being no earlier than the last day upon which the Lender
      is legally able to permit such Loans to remain outstanding) repay such
      Lender’s Outstandings together with accrued interest thereon (any such
      repayment to be without premium or penalty or the payment of any amount to
      be calculated in accordance with Clause 29.2.3 ) and all other amounts
      owing to such Lender under this Agreement, and, with respect to any Letter
      of Credit or Guarantee then outstanding, deposit with the Security Trustee
      for the benefit of the Issuer a Supporting Letter of Credit or cash, in
      either such case in the same manner as contemplated in Clause 6.14 (Supporting Letters of Credit;
      Cash Collateral).

            


    

     

    Mitigation
of Adverse Circumstances

     

    
      	
              12.2  

            	
              If,
      in respect of any Lender, circumstances arise which would, or would upon
      the giving of notice, result in additional amounts becoming payable under
      Clause 10 (Taxes)
      or Clause 11.1 (Increased Costs and Reduction
      of Return) or result in a cancellation of its Commitment pursuant
      to Clause 12.1.1 (Consequences of
      Illegality) then, without in any way limiting, reducing or
      otherwise qualifying the obligations of any Borrower hereunder such Lender
      will, at the request of BMUK, consider means of mitigating the effects of
      such circumstances provided that such Lender shall be under no obligation
      to take any such action if to do so would or might in its opinion have an
      adverse effect on its business, operations or financial
      condition.

            


    

     

     

    
      	
              13.  

            	
              GUARANTEE

            


    

     

    Guarantee

     

    
      	
              13.1  

            	
              Each
      Unsecured Guarantor, jointly and severally, unconditionally and
      irrevocably guarantees to the Beneficiaries the due and punctual payment,
      performance and discharge by the Obligors of all the moneys, obligations
      and liabilities (whether present or future, actual or contingent) on the
      part of the Obligors to be paid, performed or discharged, whether directly
      or indirectly, under or pursuant to the terms of this Agreement and/or in
      connection with the Facility and/or otherwise under the Finance Documents
      (together in this Clause 13 (Guarantee) the “guaranteed
      obligations”).  If and whenever any Obligor shall default
      in the payment, discharge or performance of any of the guaranteed
      obligations, each Unsecured Guarantor shall, upon written demand by the
      Agent, promptly pay, perform or discharge the guaranteed obligations in
      respect of which such default has been
made.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Indemnity

     

    
      	
              13.2  

            	
              Each
      Unsecured Guarantor agrees to indemnify and hold harmless the
      Beneficiaries from time to time on demand for and against any loss
      incurred by any of them as a result of any of the guaranteed obligations
      being or becoming void, voidable or unenforceable for any reason
      whatsoever, whether known to such person or persons or not.  The
      amount of such loss shall be the amount which the person or persons
      suffering it would otherwise have been entitled to recover from the
      Obligors.

            


    

     

    Continuing
Security

     

    
      	
              13.3  

            	
              The
      obligations of each Unsecured Guarantor under this Agreement are
      continuing obligations and shall remain in force until all of the
      guaranteed obligations have been satisfied in full.  The
      obligations of each Unsecured Guarantor under this Agreement shall not be
      (or be construed so as to be) discharged by any intermediate discharge or
      payment of or on account of any of the guaranteed obligations or any
      settlement of account or any other matter (other than the discharge in
      full of the guaranteed
obligations).

            


    

     

    Protective
Provisions

     

    
      	
              13.4  

            	
              Neither
      the obligations of each Unsecured Guarantor nor the rights and remedies of
      the Beneficiaries under this Agreement, any other Finance Document or
      otherwise conferred by law shall be discharged, prejudiced or impaired by
      reason of:

            


    

     

    
      	
              13.4.1  

            	
              any
      variation of any of the guaranteed obligations or of the terms of
      conditions of this Agreement, any other Finance Document or of any
      encumbrance, guarantee or other assurance held or to be held as security
      for the payment, performance or discharge of the guaranteed obligations
      (any such encumbrance, guarantee or other assurance together referred to
      in this Clause 13 (Guarantee) as “related
      security”);

            


    

     

    
      	
              13.4.2  

            	
              any
      failure (whether intentional or not) to take, perfect or realise (whether
      in full or in part) any related security now or in the future agreed to be
      taken in respect of any of the guaranteed
  obligations;

            


    

     

    
      	
              13.4.3  

            	
              any
      incapacity or change in the constitution of any party to this Agreement,
      any other Finance Document or to any related
  security;

            


    

     

    
      	
              13.4.4  

            	
              any
      of the guaranteed obligations or any obligation of any person under any
      related security being or becoming invalid, illegal, void or unenforceable
      for any reason;

            


    

     

    
      	
              13.4.5  

            	
              any
      time or other indulgence given or agreed to be given to, or any
      composition or other arrangement made with or accepted from, any Obligor
      in respect of any of the guaranteed obligations or any other person in
      respect of any of its obligations under any related
    security;

            


    

     

    
      	
              13.4.6  

            	
              any
      waiver or release of any of the guaranteed obligations or of any
      obligation of any person under any related security or any failure to
      realise, in full or in part, the value of, or any discharge or exchange of
      any related security;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              13.4.7  

            	
              any
      Obligor or any other person party to this Agreement, any other Finance
      Document or any related security being wound up, going into administration
      or liquidation or making any composition or arrangement with its creditors
      (whether or not sanctioned by the court and whether or not the Agent has
      agreed to such compromise or arrangement) and so that where, by virtue of
      any compromise or arrangement, any of the guaranteed obligations are
      transferred to any other person, the guarantee and indemnity of each
      Unsecured Guarantor contained in this Agreement shall take effect as if
      the expression “Obligor” included  such other person;
      or

            


    

     

    
      	
              13.4.8  

            	
              any
      other act, event or omission which, but for this provision, would or might
      operate to offer any legal or equitable defence for or impair or discharge
      any of the guaranteed obligations or any obligation of any person under
      any related security or prejudicially affect the rights or remedies of the
      Beneficiaries or any of them under this Agreement, any other Finance
      Document or otherwise conferred by
law.

            


    

     

    Independent
Obligations

     

    
      	
              13.5  

            	
              The
      obligations of each Unsecured Guarantor under this Agreement are
      additional to, and not in substitution for, any related security and the
      obligations assumed by each Unsecured Guarantor under this Agreement may
      be enforced without first having recourse to any related security and
      without making or filing any claim or proof in a winding-up or dissolution
      of any Obligor or any other person party to this Agreement or any related
      security or first taking any steps or proceedings against any Obligor or
      any such person.

            


    

     

    Non-Competition

     

    
      	
              13.6  

            	
              Until
      all of the guaranteed obligations have been satisfied in full, no
      Unsecured Guarantor shall:

            


    

     

    
      	
              13.6.1  

            	
              exercise
      any right of subrogation, indemnity, set-off or counterclaim against any
      Obligor, any other Unsecured Guarantor or any person party to any related
      security;

            


    

     

    
      	
              13.6.2  

            	
              claim
      payment of any other moneys for the time being due to it by any Obligor,
      any other Unsecured Guarantor or any person party to any related security
      by reason of the performance by it of its obligations under this Agreement
      or on any account whatsoever or exercise any other right or remedy or
      enforce any encumbrance, guarantee or other assurance which it has in
      respect thereof;

            


    

     

    
      	
              13.6.3  

            	
              claim
      any contribution from any other Unsecured Guarantor or any person party to
      any related security;

            


    

     

    
      	
              13.6.4  

            	
              negotiate,
      assign, charge or otherwise dispose of any moneys, obligations or
      liabilities now or at any future time due or owing to it by any Obligor or
      any other Unsecured Guarantor or any person party to any related security
      or any encumbrance, guarantee or other assurance in respect thereof;
      or

            


    

     

    
      	
              13.6.5  

            	
              claim
      or prove in a winding up or dissolution of any Obligor or any other
      Unsecured Guarantor in competition with the Beneficiaries or any of them;
      and

            


    

     

    
      	
              13.6.6  

            	
              if
      any Unsecured Guarantor receives any sums in contravention of this Clause
      13.6 (Non-Competition), it
      shall hold them on trust to be applied promptly in or towards the
      satisfaction of its obligations under this
  Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Warranty

     

    
      	
              13.7  

            	
              Each
      Unsecured Guarantor warrants that it has not taken, and agrees that
      (without the prior written consent of the Agent acting on the instructions
      of the Majority Lenders) it will not take, from any Obligor, any other
      Unsecured Guarantor or any person party to any related security any
      encumbrance, guarantee or other assurance in respect of or in connection
      with its obligations under this Agreement.  If any Unsecured
      Guarantor takes any such encumbrance, guarantee or other assurance in
      contravention of this Clause 13.7 (Warranty), it shall
      hold the same on trust for the Beneficiaries until such time as all of the
      guaranteed obligations have been satisfied in full and shall on request
      promptly deposit the same with and/or charge the same to the Agent for and
      on behalf of itself and such persons in such manner as the Agent may
      require as security for the due performance and discharge by the relevant
      Unsecured Guarantor of the guaranteed
  obligations

            


    

     

    Suspense
Account

     

    
      	
              13.8  

            	
              If
      any Obligor or any of the Unsecured Guarantors is wound up, goes into
      liquidation or makes any composition or arrangement with its creditors,
      neither the existence of the guarantee of the relevant Unsecured Guarantor
      contained in this Agreement nor any moneys received or recovered by the
      Beneficiaries or any of them under to pursuant to this Agreement shall
      impair the right of such persons to prove in such winding-up, liquidation,
      composition, or arrangement for the total amount due from the Obligor or
      the relevant Unsecured Guarantor.  The Agent may at any time and
      from time to time place and, for so long as it thinks fit, keep any moneys
      received or recovered under this Agreement in a separate or suspense
      account, in such name as it thinks fit, without any intermediate
      obligation on its part to apply the same in or towards discharge of any
      part of such total amount, provided that if the moneys are at any time
      sufficient to discharge the guaranteed obligations in full, they shall
      promptly be so applied.

            


    

     

    Conditional
Discharge

     

    
      	
              13.9  

            	
              Any
      settlement or discharge between any of the Unsecured Guarantors and the
      Arranger, the Agent, the Lenders or any of them shall be conditional upon
      no security or payment to the Arranger, the Agent and the Lenders or any
      of them by any Obligor or the relevant Unsecured Guarantor or any other
      person being avoided or set aside or ordered to be refunded or reduced by
      or pursuant to any applicable law or regulation and, if such condition is
      not satisfied, the Arranger, the Agent and the Lenders shall each be
      entitled to recover from the relevant Unsecured Guarantor on demand the
      value of any such security or the amount of any such payment as if such
      settlement or discharge had not
occurred.

            


    

     

    Guarantor
Intent

     

    
      	
              13.10  

            	
              Without
      prejudice to the generality of Clause 13.4 (Protective Provisions),
      each Unsecured Guarantor expressly confirms that it intends that its
      obligations under this Agreement shall extend from time to time to any
      (however fundamental) variation, increase, extension or addition of or to
      any of the Finance Documents and/or any facility or amount made available
      under any of the Finance Documents for the purposes of or in connection
      with any of the following: the Group’s business, acquisitions of any
      nature; increasing working capital; enabling investor distributions to be
      made; carrying out restructurings; refinancing existing facilities;
      refinancing any other indebtedness; making facilities available to new
      borrowers; any other variation or extension of the purposes for which any
      such facility or amount might be made available from time to time; and any
      fees, costs and/or expenses associated with any of the
      foregoing.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              14.  

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    General
Representations and Warranties

     

    
      	
              14.1  

            	
              Each
      Obligor represents and warrants (in respect of itself and each other
      Obligor) to and for the benefit of each other party to this Agreement
      that, except as disclosed to and accepted by the Agent in
      writing:

            


    

     

    Status

     

    
      	
              14.1.1  

            	
              (other
      than in the case of BMEP) it is a limited liability company duly
      incorporated or a corporation duly organised and validly existing under
      the laws of its jurisdiction of incorporation and BMEP is a partnership
      properly established and validly existing under the laws of the
      Netherlands, in each case having the power and authority to own its assets
      and to conduct the business and operations which it conducts or proposes
      to conduct;

            


    

     

    Powers
and authority

     

    
      	
              14.1.2  

            	
              it
      has full power and authority to enter into and perform each of the
      Relevant Agreements to which it is or will be a party and any other
      document to be entered into by it pursuant thereto and has taken all
      necessary corporate or other action to authorise the execution, delivery
      and performance of each such Relevant Agreement and each such other
      document;

            


    

     

    Authorisations

     

    
      	
              14.1.3  

            	
              save
      for any necessary registrations which will be made within the applicable
      registration period, all actions, conditions and things required by all
      applicable laws and regulations to be taken, fulfilled, obtained or done
      in order (i) to enable it lawfully to enter into, exercise its rights
      under and perform and comply with its obligations under each of the
      Relevant Agreements to which it is or will be a party and any other
      document to be entered into pursuant thereto (ii) to ensure that those
      obligations are valid, legally binding and enforceable in accordance with
      their respective terms and (iii) to make each of the Relevant Agreements
      and all such other documents admissible in evidence in England and Wales
      and, if different, its jurisdiction of incorporation have been taken,
      fulfilled, obtained or done;

            


    

     

    Non-violation

     

    
      	
              14.1.4  

            	
              the
      execution by it of and the exercise by it of its rights and performance of
      or compliance with its obligations under each of the Relevant Agreements
      to which it is or will be a party do not and will not violate (i) any law
      or regulation to which it or any of its assets is subject or (ii), to an
      extent or in a manner which has or could have a material adverse effect on
      it, any agreement to which it is a party or which is binding on it or its
      assets or conflict with its constitutional documents and in particular
      will not cause any limit on its borrowing or other powers or the exercise
      of such powers by its board of directors to be
  exceeded;

            


    

     

    Obligations
binding

     

    
      	
              14.1.5  

            	
              subject
      to the Reservations, its obligations under each of the Relevant Agreements
      are legal, valid and binding and enforceable in accordance with their
      respective terms;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Litigation

     

    
      	
              14.1.6  

            	
              save
      as disclosed in writing to and agreed by the Agent prior to the date of
      this Agreement, it is not involved or engaged in any litigation,
      arbitration or administrative proceedings (whether as plaintiff or
      defendant) nor, to the best of its knowledge is any such litigation,
      arbitration or administrative proceedings threatened, nor are there any
      circumstances likely to give rise to any such litigation, arbitration or
      proceedings which in any such case may have a material adverse effect on
      it, any other Obligor or on the Group (taken as a
  whole);

            


    

     

    No
default

     

    
      	
              14.1.7  

            	
              it
      is not in breach of or default under any agreement or arrangement
      (including, without limitation, under any Relevant Agreement) or any
      statutory or legal requirement to an extent or in a manner which has or
      could have a material adverse effect on it or on any other Obligor and no
      Event of Default has occurred and is
continuing;

            


    

     

    Existing
encumbrances

     

    
      	
              14.1.8  

            	
              no
      encumbrance exists over its present or future assets except for Permitted
      Encumbrances;

            


    

     

    Future
encumbrances

     

    
      	
              14.1.9  

            	
              the
      execution by it of each of the Relevant Agreements to which it is or will
      be a party and the exercise by it of its rights and performance of or
      compliance with its obligations thereunder will not result in the
      existence of or oblige it to create any encumbrance over all or any of its
      present or future assets except for Permitted
  Encumbrances;

            


    

     

    Financial
Statements

     

    
      	
              14.1.10  

            	
               

               

            


    

    
      
        	
                 (a)

              	
                its
      audited consolidated Financial Statements were prepared in accordance with
      Applicable GAAP and give a true and fair view of the financial condition
      of the Group at the date as of which they were prepared and the results of
      the Group’s business and operations during the Financial Year then ended
      and (in the case of its Financial Statements) disclose or reserve against
      all liabilities (contingent or otherwise) of each Group Company as at that
      date and all unrealised or anticipated losses from any commitment entered
      into by each Group Company and which existed on that date;

                 

              
	
                (b)

              	
                the
      Latest Projections represent its best estimate of the Group’s future
      financial performance for the periods referred to in them and have been
      prepared on the basis of the stated assumptions, which it believes are
      fair and reasonable in the light of current and reasonably foreseeable
      business conditions;

              


      

    

     

    Capitalisation

     

    
      	
              14.1.11  

            	
              the
      Adjusted Tangible Net Worth is not less than £26,936,000, BMEBV’s
      authorised share capital consists of EUR90,000 of which 200 shares of
      EUR100 are validly issued and fully paid and are owned beneficially by
      BMEP and BMUK’s authorised share capital consists of 5,000,000 ordinary
      shares of £1 per share and 5,000,000 preference shares of £1 per share, of
      which 4,000,500 ordinary shares and 1,225,963 preference shares are
      validly issued and fully paid and are beneficially owned by BMEBV, in the
      case of the ordinary shares, and the Parent, in the case of the preference
      shares;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Indebtedness

     

    
      	
              14.1.12  

            	
              no
      Group Company has any indebtedness except for Permitted
      Indebtedness;

            


    

     

    Distributions

     

    
      	
              14.1.13  

            	
              since
      1 January 2002 no Distribution has been declared, paid, or made upon or in
      respect of any shares or other securities of any Group Company other than
      in accordance with the provisions of Clause 16.3.3 (Distributions and changes in
      capital structure);

            


    

     

    Title
to assets

     

    
      	
              14.1.14  

            	
              except
      for assets which are leased, it is the beneficial owner free from all
      encumbrances (other than Permitted Encumbrances) of all its other assets
      including, without limitation, the assets reflected on the most recent
      Financial Statements delivered to the Agent, except as disposed of since
      the date thereof in the ordinary course of
  trading;

            


    

     

    Labour
disputes

     

    
      	
              14.1.15  

            	
              there
      is no pending or, to the best of its knowledge, threatened strike, work
      stoppage, material unfair labour practice claim, or other material labour
      dispute against or affecting its or its
  employees;

            


    

     

    Environmental
Laws

     

    
      	
              14.1.16  

            	
              to
      the best of its knowledge and belief (having made all due and reasonable
      enquiry) it has not breached any Environmental Law and no condition exists
      or act or event has occurred which will or might reasonably be expected to
      give rise to any breach of, or any liability of any kind under, any
      Environmental Law;

            


    

     

    Environmental
Authorisations

     

    
      	
              14.1.17  

            	
              to
      the best of its knowledge and belief (having made all due and reasonable
      enquiry) it is in possession of all Environmental Authorisations required
      for the conduct of its business or operations (or any part thereof) and it
      has not breached any of the terms or conditions of any such Environmental
      Authorisation;

            


    

     

    Notices
of environmental breaches

     

    
      	
              14.1.18  

            	
              (i)
      it has not received any summons, complaint, order or similar written
      notice that it is not in compliance with, or any public authority is
      investigating its compliance with, any Environmental Law or that it is or
      may be liable to any other person as a result of a potential or actual
      Discharge of a Hazardous Substance and (ii) none of its present or past
      operations is the subject of any investigation by any public authority
      evaluating whether any remedial action is needed to respond to a potential
      or actual Discharge of a Hazardous
Substance;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    No
deposit of Hazardous Substances

     

    
      	
              14.1.19  

            	
              to
      the best of its knowledge and belief (having made all due and reasonable
      enquiry) no Hazardous Substance has at any time been used, disposed of,
      generated, stored, transported, dumped, released, deposited, buried,
      discharged or emitted at, on, from or under any premises owned, leased,
      occupied or controlled by it;

            


    

     

    Liability
for environmental claims

     

    
      	
              14.1.20  

            	
              it
      has not entered into any negotiations or settlement agreements with any
      person (including, without limitation, any prior owner of its property)
      imposing material obligations or liabilities on it with respect to any
      remedial action in response to the potential or actual Discharge of a
      Hazardous Substance or environmentally related
  claim;

            


    

     

    Taxes

     

    
      	
              14.1.21  

            	
              it
      has filed all tax returns and other reports required to be filed and has
      paid all taxes imposed on it or upon any of its assets that are due and
      payable (save for any that are being contested in good faith and by
      appropriate action and in respect of which it has provided or maintained
      adequate reserves to meet any such
liability);

            


    

     

    Material
adverse change

     

    
      	
              14.1.22  

            	
              there
      has been no material adverse change in its financial condition or the
      financial condition of the Group (taken as a whole) since the date to
      which the latest audited Financial Statements were delivered to the Agent
      under Clause 15.2.1 (Financial Statements)
      were made up nor in the consolidated financial condition, business, assets
      or operations of the Group nor in the Collateral since that date which
      will nor might reasonably be expected to result in a material adverse
      effect;

            


    

     

    Information

     

    
      	
              14.1.23  

            	
              all
      factual information delivered by it or on its behalf to the Agent in
      connection with the business, operations and assets of the Group or in
      connection with any of the Relevant Agreements from time to time was, in
      each such case at the date of its delivery, true and correct in all
      material respects and not misleading and all expressions of opinion,
      forecasts and projections have been arrived at in good faith and have been
      based upon reasonable grounds;

            


    

     

    Information
Memorandum

     

    
      	
              14.1.24  

            	
              (a)
      all statements of fact contained in the Information Memorandum relating to
      the Group are, or will be, true in all respects material to the Revolving
      Facility, (b) all expressions of opinion or expectations and all forecasts
      and projections provided in the Information Memorandum, have been, or will
      be, arrived at in good faith and have been, or will be, based upon
      reasonable grounds (in each case as at the date at which they are, or will
      be, made or expressed to be made and in final form), and (c) it is not
      aware, having made all due and reasonable enquiry, of any facts or
      circumstances that have not been disclosed to the Agent, the Arranger and
      the Lenders which would, if disclosed, be reasonably likely to affect the
      decision of a person considering whether or not to provide finance to the
      Borrowers;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Deductions
and withholdings

     

    
      	
              14.1.25  

            	
              it
      is not required to make any deduction or withholding from any payment it
      may make under this Agreement;

            


    

     

    Winding-up

     

    
      	
              14.1.26  

            	
              neither
      it nor any other Group Company has taken any corporate action nor have any
      other steps been taken or legal proceedings been started or (to the best
      of its knowledge and belief) threatened against it or any Group Company
      for its winding-up, dissolution or re-organisation (other than for the
      purposes of a bona fide solvent scheme of reconstruction or amalgamation
      previously approved in writing by the Agent) or for the appointment of a
      receiver, administrator, administrative receiver, trustee or similar
      officer of it or of any or all of its
assets.

            


    

     

    USD
Co

     

    
      	
              14.1.27  

            	
              since
      the date of its incorporation (save for professional fees) the USD Co has
      incurred no liabilities and has acquired no assets and has undertaken no
      transactions other than the entry into of and the performance of its
      obligations under the Inter Company Sale
  Agreement.

            


    

     

    Accounts
and Inventory

     

    
      	
              14.2  

            	
              Each
      Obligor represents and warrants to and for the benefit of each other party
      to this Agreement that, except as disclosed to and accepted by the Agent
      in writing:

            


    

     

    Accounts

     

    
      	
              14.2.1  

            	 


    

    
      
        	
                 (a)

              	
                each
      existing Account represents, and each future Account will represent, a
      bona fide sale or lease and delivery of goods by a Trading Company, or the
      rendering of services by a Trading Company, in the ordinary course of such
      Trading Company’s business;

                 

              
	
                (b)

              	
                each
      existing Account is, and each future Account will be, for a liquidated
      amount payable by the Account Debtor thereon on the terms set forth in the
      invoice therefor or in the schedule thereof delivered to the Agent,
      without set-off, deduction, defence, or counterclaim;

              
	
                (c)

              	
                no
      payment will be received with respect to any Account, and no credit,
      discount, or extension, or agreement therefor will be granted on any
      Account, except as reported to the Agent in accordance with this
      Agreement;

              
	
                (d)

              	
                each
      copy of an invoice delivered to the Agent will be a genuine copy of the
      original invoice sent to the Account Debtor named in
      it;  and

              
	
                (e)

              	
                all
      goods described in any invoice representing a sale of goods will have been
      delivered to the Account Debtor and all services of any Trading Company
      described in any invoice will have been
  performed;

              


      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Inventory

     

    
      	
              14.2.2  

            	
              with
      effect from any Inventory Eligibility Date, in relation to each Trading
      Company, all of its Inventory is and will be held for sale or lease, or to
      be furnished in connection with the rendering of services in the ordinary
      course of its business and is and will be fit for such purpose and will be
      kept by it, at its own expense, in good and marketable condition (save for
      damaged or obsolete items as notified to and agreed by the
      Agent).

            


    

     

    Repetition

     

    
      	
              14.3  

            	
              Each
      of the representations and warranties in Clauses 14.1 (General Representations and
      Warranties) and 14.2 (Accounts and Inventory)
      will be correct and complied with on the date of this Agreement and the
      Effective Date and (other than the representations in Clauses 14.1.13
      (Distributions),
      14.1.24 (Information
      Memorandum) and 14.1.25 (Deductions and
      Withholdings)) will also be correct and complied with on each date
      on which a Loan is requested or to be made (or, as the case may be, a
      Letter of Credit or Guarantee is issued or requested to be issued) and on
      each date on which a Prepayment (as defined in the Accounts Transfer
      Conditions) is made under an Invoice Discounting Agreement as if repeated
      then by reference to the then existing
  circumstances.

            


    

     

     

    
      	
              15.  

            	
              FINANCIAL
      CONDITION

            


    

     

    Books
and Records

     

    
      	
              15.1  

            	 


    

     

    Maintenance

     

    
      	
              15.1.1  

            	
              BMEH
      shall maintain, and shall procure that each Group Company shall maintain,
      at all times, books, records and accounts which are complete and correct
      in all material respects and in relation to which timely entries are made
      of their transactions in accordance with Applicable GAAP.  BMEH
      shall, and shall procure that each Group Company shall, by means of
      appropriate entries, reflect in such accounts and in all Financial
      Statements proper liabilities and reserves for all taxes and proper
      provision for depreciation and amortisation of any property or asset and
      bad debts, all in accordance with Applicable GAAP.  BMEH shall,
      and shall procure that each Group Company shall, maintain at all times
      books and records pertaining to any applicable Collateral in such detail,
      form and scope as the Agent shall reasonably require, including without
      limitation records of (i) all payments received and all credits and
      extensions granted with respect to the Accounts; (ii) the return,
      rejection, repossession, stoppage in transit, loss, damage or destruction
      of any Inventory; and (iii) all other dealings affecting the
      Collateral.

            


    

     

    Access

     

    
      	
              15.1.2  

            	
              BMEH
      and/or, as applicable, BMUK shall, upon receiving not less than two
      business days’ notice from the Agent (or without notice following a
      Default which is continuing), permit and procure that each Group Company
      permits the Agent or any person authorised by the Agent at any reasonable
      time to have access to its premises and books, records and accounts and to
      make extracts from and take copies of such books, records and
      accounts.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Provision
of Financial Information

     

    
      	
              15.2  

            	
              BMEH,
      BMEP, BMEBV, BMEE and BMUK shall each deliver to the Agent in sufficient
      copies for each of the Lenders:

            


    

     

    Financial
Statements

     

    
      	
              15.2.1  

            	
              as
      soon as the same become available, but in any event within 180 days after
      the end of each Financial Year, the audited consolidated Financial
      Statements of the Group for such Financial Year together with (i) the
      audited statutory accounts of each Group Company for such Financial Year
      and (ii) a consolidation of such audited Financial Statements for each
      member of the BMUK/IDFC Group and to the extent that any Financial
      Statements have been prepared in accordance with or otherwise converted to
      or conformed with US GAAP, such Financial Statements shall be accompanied
      by a note or similar document prepared by the Auditors (or prepared by the
      Parent and signed by the Auditors) which (a) reconciles the Financial
      Statements to the Management Accounts delivered for the relevant Financial
      Year pursuant to clause 15.2.2 and (b) explains, in reasonable detail, any
      changes or adjustments made to the figures contained in such Management
      Accounts, to comply with US GAAP;

            


    

     

    Management
Accounts

     

    
      	
              15.2.2  

            	
              as
      soon as the same become available, but in any event within 25 days of the
      end of each Management Accounting Period, Management Accounts of itself
      and each member of the Group (other than the members of the Restricted
      Group) (incorporating, without limitation, a break-out of all intercompany
      balances) as at the end of and for that Management Accounting Period and,
      in relation to the Management Accounting Periods ending on 31 March, 30
      June, 30 September and 31 December in each year, within 45 days of the end
      of such Financial Quarter a consolidation of those Management Accounts
      showing the consolidated and consolidating financial position for the
      Financial Quarter ending on each such date and for the Financial Year to
      date and a further consolidation of those Management Accounts showing the
      consolidated and consolidating financial position for the Financial
      Quarter ending on each such date and for the Financial Year to date of
      each member of the BMUK/IDFC Group;

            


    

     

    Latest
Projections

     

    
      	
              15.2.3  

            	
              no
      sooner than 90 days and no later than 15 days prior to the beginning of
      each Financial Year, consolidated and consolidating projected balance
      sheets, statements of income and expense and statements of cash flow for
      the BMUK/IDFC Group and the Group as at the end of and for each month of
      such Financial Year and a statement of projected EBITDA from the start of
      such Financial Year to the end of each Financial Quarter falling within
      such Financial Year (such projected EBITDA calculations to be acceptable
      to the Agent);

            


    

     

    Capital
Expenditure

     

    
      	
              15.2.4  

            	
              within
      45 days after the end of each Financial Quarter, a report of the Capital
      Expenditure of the Group for such Financial Quarter and forecast of the
      projected Capital Expenditure for the remainder of the then current
      Financial Year or, in the case of the last Financial Quarter in any
      Financial Year, for the following Financial
  Year;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Taxes
and Claims

     

    
      	
              15.2.5  

            	
              together
      with the Management Accounts delivered under Clause 15.2.2 (Management Accounts) a
      certificate signed by the finance director of BMUK that all the sums
      referred to in Clause 16.2.6 (Payment of taxes and
      Claims) have been paid in respect of the period covered by such
      Management Accounts;

            


    

     

    General
information

     

    
      	
              15.2.6  

            	
              at
      the same time as sent to its shareholders or creditors generally, any
      circular, document or other written information sent to its shareholders
      or creditors as such or the shareholders or creditors of any other
      Obligor;

            


    

     

    Quarterly
Sales Certificates

     

    
      	
              15.2.7  

            	
              BMUK
      shall, at the same time as it delivers the Management Accounts that are
      required to be delivered to the Agent in accordance with Clause 15.2.2
      (Management
      Accounts) following the end of a Financial Quarter, deliver to the
      Agent a certificate (signed by its finance director) (a “Quarterly Sales
      Certificate”) specifying (1) the total sales (the “Total Year 1 Sales”)
      made by the Group in the 12 month period to the end of that Financial
      Quarter (the “Previous
      Sales Year”), (2) the total sales (the “Total Year 2 Sales”)
      made by the Group in the 12 month period immediately preceding the
      Previous Sales Year and (3) the total sales (the “Total Lost Customer
      Sales”) made by the Group in the Previous Sales Year to customers
      to whom sales have not been made in the previous Financial
      Quarter;

            


    

     

    Quarterly
Supply Certificates

     

    
      	
              15.2.8  

            	
              BMUK
      shall, at the same time as it delivers the Management Accounts that are
      required to be delivered to the Agent in accordance with Clause 15.2.2
      (Management
      Accounts) following the end of a Financial Quarter, deliver to the
      Agent a certificate (signed by its finance director) (a “Quarterly Supply
      Certificate”) specifying (1) the total amount invoiced to the Group
      by suppliers of goods and services to the Group (the “Total Year 1 Supply
      Costs”) in the 12 month period to the end of that Financial Quarter
      (the “Previous Purchasing
      Year”), (2) the total amount invoiced to the Group by suppliers of
      goods and services to the Group (the “Total Year 2 Supply
      Costs”) in the 12 month period immediately preceding the Previous
      Purchasing Year and (3) the total amount invoiced to the Group by
      suppliers of goods and services to the Group (the “Total Reduced Supply
      Costs”) in the Previous Purchasing Year and from whom the Group has
      not received invoices in respect of goods or services supplied by those
      suppliers in the previous Financial
Quarter;

            


    

     

    Other
information

     

    
      	
              15.2.9  

            	
              from
      time to time on the request of the Agent, such information about the
      business, operations and financial condition of each Group Company as the
      Agent may reasonably require, other than any information disclosure of
      which will cause such Group Company to breach any confidentiality
      undertaking to which it is a party, in which case it shall and shall
      procure that any relevant Group Company shall, use all reasonable efforts
      to procure the consent of the counterparty to such undertaking to make
      disclosure; and

            


    

     

    
      	
              15.2.10  

            	
              BMUK
      shall, as soon as the same become available, but in any event within 45
      days of the end of each Financial Quarter, deliver to the Agent the Parent
      Financial Documents in respect of that Financial
  Quarter.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Financial
Information - basis of preparation

     

    
      	
              15.3  

            	
              BMEH,
      BMEP, BMEBV, BMUK and BMEE shall each ensure
  that:

            


    

     

    True
and fair view

     

    
      	
              15.3.1  

            	
              each
      set of Financial Statements delivered by it or at its request pursuant to
      Clause 15.2.1 (Financial
      Statements) is prepared (except as stated therein) using the same
      accounting principles and policies as were used in the preparation of the
      BMUK Pro-Forma Balance Sheet and gives a true and fair view of the
      financial condition of the BMUK/IDFC Group and of the Group, as the case
      may be, as at the end of the period to which those Financial Statements
      relate and of the result of their respective businesses and operations
      during such period;

            


    

     

    Audit

     

    
      	
              15.3.2  

            	
              each
      set of Financial Statements delivered by it or at its request pursuant to
      Clause 15.2.1 (Financial
      Statements) has been audited by the Auditors and each set of
      Management Accounts delivered by it pursuant to Clause 15.2.2 (Management Accounts)
      has been certified as being correct by BMUK (acting through its finance
      director), subject to normal year-end
  adjustments;

            


    

     

    Certificate
of BMUK

     

    
      	
              15.3.3  

            	
              each
      set of Financial Statements delivered pursuant to Clause 15.2.1 (Financial Statements)
      and each set of Management Accounts delivered by it pursuant to Clause
      15.2.2 (Management
      Accounts) in respect of a Management Accounting Period ending on
      the last day of any Financial Quarter (as consolidated for that Financial
      Quarter) is accompanied by a certificate of BMUK (acting through its
      finance director) setting forth in reasonable detail (i) when delivered
      with the Financial Statements delivered pursuant to Clause 15.2.1 (Financial Statements)
      only, the calculations required to show the actual EBITDA achieved from
      the start of the Financial Year to which those Financial Statements relate
      to the end of each Financial Quarter falling within that Financial Year
      and the Variance (if any) for each Financial Quarter falling within that
      Financial Year and (ii) in each case, the calculations required to
      establish that BMUK was in compliance with its covenants set forth in
      Clause 15.5 (Financial
      Ratios) during the period covered in such Financial Statements (or,
      as the case may be, during such Financial Quarter) and stating that,
      except as explained in reasonable detail in such
    certificate:

            


    

     

    
      
        	
                (a)

              	
                all
      of the representations and warranties of each Obligor contained in this
      Agreement and the other Finance Documents are correct and complete as at
      the date of such certificate as if made at such
      time;  and

              
	
                (b)

              	
                no
      Event of Default then exists or existed during the period covered by such
      Financial Statements or, as the case may be, Management
      Accounts,

              


      

    

     

    and
describing and analysing in reasonable detail all material trends, changes and
developments in such Financial Statements or Management Accounts. If such
certificate discloses that a representation or warranty is not correct or
complete, or that a covenant has not been complied with, or that an Event of
Default existed or exists, such certificate shall set forth what action BMUK or
the relevant Obligor has taken or proposes to take with respect
thereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              15.3.4  

            	
              each
      set of Financial Statements delivered pursuant to Clause 15.2.1 (Financial Statements)
      and each set of Management Accounts delivered by it pursuant to Clause
      15.2.2 (Management
      Accounts) in respect of each Management Accounting Period is
      accompanied by a certificate of BMUK (acting through its finance director)
      setting forth in reasonable detail the calculations required to establish
      that BMUK was in compliance with its covenants set forth in
      Clauses 15.6 and 15.7 (Financial Ratios)
      during the period covered in such Financial Statements (or, as the case
      may be, during such Management Accounting
  Period).

            


    

     

    Financial
Ratios

     

    
      	
              15.4  

            	
              In
      this Agreement, unless the context otherwise
  requires:

            


    

     

     “Adjusted Tangible Assets”:
means all of the BMUK/IDFC Group's assets except:

     

    
      	
               
      

            	
              (i)

            	
              deferred
      assets, other than prepaid insurance and prepaid
  taxes;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              patents,
      copyrights, trademarks, trade names, franchises, goodwill and other
      similar intangibles;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Restricted
      Investments;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              unamortised
      debt discount and expense;

            


    

     

    
      	
               
      

            	
              (v)

            	
              assets
      constituting Intercompany Accounts;
and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              fixed
      assets to the extent of any write-up in the book value thereof resulting
      from a revaluation effective after the date of this Agreement;
      and

            


    

     

     “Adjusted Tangible Net Worth”:
means, at any date:

     

    
      	
               
      

            	
              (i)

            	
              the
      book value (after deducting related depreciation, amortisation, valuation
      and other proper reserves as determined in accordance with Applicable
      GAAP) at which the Adjusted Tangible Assets would be shown on a
      consolidated balance sheet of the BMUK/IDFC Group at such date prepared in
      accordance with Applicable GAAP;
less

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      amount at which the BMUK/IDFC Group’s liabilities would be shown on such
      balance sheet, including as liabilities all reserves for contingencies and
      other potential liabilities which would be required to be shown on such
      balance sheet.

            


    

     

     “Current
Assets”:  means the aggregate of all inventory, work in
progress, trade and other receivables of each member of the Group including
prepayments in relation to operating items and sundry debtors (but excluding
cash in hand and at bank) maturing within 12 months from the date of
computation, but excluding amounts in respect of:

     

    
      	
               
      

            	
              (a)

            	
              receivables
      in relation to tax;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Exceptional
      Items and other non-operating
items;

            


    

     

    
      	
               
      

            	
              (c)

            	
              insurance
      claims;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      interest owing to any member of the Group;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      indebtedness owing by any other member of the Group or by the
      Parent;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     “Current
Liabilities”:  means the aggregate of all liabilities
(including trade creditors, accruals and provisions) of each member of the Group
falling due within 12 months from the date of computation, but excluding amounts
in respect of:

     

    
      	
               
      

            	
              (a)

            	
              liabilities
      for Borrowings;

            


    

     

    
      	
               
      

            	
              (b)

            	
              liabilities
      for tax;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Exceptional
      Items and other non-operating
items;

            


    

     

    
      	
               
      

            	
              (d)

            	
              insurance
      claims; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              liabilities
      in relation to dividends declared but not paid by BMUK or by a member of
      the Group in favour of a person which is not a member of the
      Group;

            


    

    
       

    

     “Exceptional
Items”:  means any exceptional, one off, non-recurring or
extraordinary items; and

     

    “Relevant Accounting
Information”: means the accounting information most recently delivered
under this Agreement being (i) the Financial Statements delivered under Clause
15.2.1 (Financial Statements) and (ii) each set of Management Accounts delivered
under Clause 15.2.2 (Management Accounts);

     

    
      	
              15.5  

            	
              BMUK
      shall ensure that, at all times, the consolidated financial condition of
      the BMUK/IDFC Group shall be such that Adjusted Tangible Net Worth shall
      not at any time be less than £26,936,000 as determined at the end of each
      Financial Quarter by reference to the Relevant Accounting
      Information.

            


    

     

    
      	
              15.6  

            	
              BMUK
      shall ensure that the financial condition of the Group shall be such that
      the ratio of EBITDA to Cash Outflow for each period of twelve months
      ending on the last day of each Management Accounting Period exceeds 1.1:1
      as determined at the end of each Management Accounting Period by reference
      to the Relevant Accounting
Information.

            


    

     

    
      	
              15.7  

            	
              BMUK
      shall ensure that, at all times, the ratio of Current Assets to Current
      Liabilities exceeds 1:1 as determined at the end of each Management
      Accounting Period by reference to the Relevant Accounting
      Information.

            


    

     

    Changes
in basis of preparation of Relevant Accounting Information

     

    
      	
              15.8  

            	
              Where
      any Relevant Accounting Information to be delivered under clause 15 has
      been prepared in a manner which is inconsistent with the accounting
      principles or policies in accordance with which the Pro-Forma Balance
      Sheet was prepared, whether as a result of any change in such principles
      or otherwise, BMEH or BMUK shall provide to the Agent a written
      explanation of any such inconsistency, together with details of its
      effects. If any such inconsistency would be likely to affect the ability
      of the Agent to satisfy itself from the information delivered as Relevant
      Accounting Information as to compliance with the provisions of Clause 15.4
      (Financial
      Ratios), the Agent shall have the right to adjust the financial
      ratios set out in Clause 15.4 (Financial Ratios) or
      the relevant definitions set out in Clause 15.4 (Financial Ratios) so as
      to reflect so far as is practicable the effect of any such change
      (provided that the effect of such adjustments, taking into consideration
      such change, shall not be such as to render the said financial ratios more
      onerous upon BMUK than as at the date of this
  Agreement).

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              16.  

            	
              COVENANTS

            


    

     

    Duration

     

    
      	
              16.1  

            	
              The
      undertakings in this Clause 16 (Covenants) shall remain
      in force from the date of this Agreement and so long as any amount is
      outstanding under this Agreement.

            


    

     

    Positive
covenants

     

    
      	
              16.2  

            	
              Each
      Obligor undertakes that:

            


    

     

    Consents

     

    
      	
              16.2.1  

            	
              it
      will, and will procure that each of the Obligors will, obtain, comply with
      the terms of and do all that is necessary to maintain in full force and
      effect all authorisations, approvals, licences and consents required by
      all applicable laws and regulations to enable it lawfully to enter into,
      perform and comply with its obligations under each of the Relevant
      Agreements to which it is or will be a party and any document to be
      entered into pursuant thereto or to ensure the legality, validity,
      enforceability or admissibility in evidence of such Relevant Agreements
      and each such document in England and Wales and, if different, its
      jurisdiction of incorporation and any jurisdiction in which any of its
      assets may be situated;

            


    

     

    Insurance

     

    
      	
              16.2.2  

            	
              it
      will maintain, and procure that each Obligor maintains, policies of
      insurance on and in relation to its business and assets with financially
      sound and reputable insurers acceptable to the Agent against such risks
      and to such extent as is usual for companies carrying on a business such
      as that carried on by it and each Obligor whose practice is not to self
      insure;

            


    

     

    Compliance
with law

     

    
      	
              16.2.3  

            	
              it
      will comply, and will procure that each Obligor complies, with all
      applicable laws and regulations including, without limitation, any
      applicable Environmental Law;

            


    

     

    Environmental
Laws

     

    
      	
              16.2.4  

            	
              it
      will, and will procure that each Obligor will, take prompt and appropriate
      action to respond to and remedy any non-compliance with any Environmental
      Law and shall regularly report to the Agent on such response and
      remedying.  Without limiting the generality of the foregoing,
      whenever BMUK gives notice to the Agent of such non-compliance pursuant to
      Clause 16.2.7 (Notices
      to Agent) BMUK will, at the Agent’s request and BMUK’s
      expense:

            


    

     

    
      	
              (a)  

            	
              cause
      an independent environmental engineer acceptable to the Agent to
      investigate and conduct such tests of the site where any Obligor’s
      non-compliance or alleged non-compliance with any Environmental Law has
      occurred and prepare and deliver to the Agent a report setting forth the
      results of such tests, a proposed plan for responding to any environmental
      problems described therein, and an estimate of the costs thereof;
      and

            


    

     

    
      	
              (b)  

            	
              provide
      to the Agent a supplemental report of such engineer whenever the scope of
      the environmental problems, or BMUK’s response thereto or the estimated
      costs thereof, changes;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Conduct
of business

     

    
      	
              16.2.5  

            	
              it
      has, and will ensure that each Obligor has, the right to conduct its
      business and operations as they are conducted in all applicable
      jurisdictions and will do, and will procure that each Obligor does, all
      things necessary (including compliance with all terms and conditions of
      any licences and consents) to obtain, preserve and keep in full force and
      effect all rights, licences and consents) to obtain, preserve and keep in
      full force and effect all rights, licences and authorisations (including,
      without limitation, all Environmental Authorisations) and consents as are
      necessary for the conduct of such business and
  operations;

            


    

     

    Payment
of taxes and claims

     

    
      	
              16.2.6  

            	
               

            


    

     

    
      	
              (a)  

            	
              it
      will, and will procure that each Obligor will, and BMEBV will procure that
      each IDF Company will, duly and punctually pay and discharge (i) all taxes
      imposed upon it or its properties (save where the same are being contested
      in good faith and by appropriate proceedings and where adequate reserves
      are being maintained with respect thereto) and (ii) all lawful claims
      which, if unpaid, would by law become encumbrances upon any of its
      properties;  and

            


    

     

    
      	
              (b)  

            	
              BMEBV
      will procure that each IDF Company will duly and punctually pay and
      discharge all obligations to:

            


    

     

    
      	
              (i)  

            	
              pay all emoluments and benefits
      to which its employees are entitled (including, without limitation, all
      wages and salaries, sick pay, maternity pay, pension contributions,
      bonuses, commission, any liability to taxation (including income tax and
      national insurance contributions deducted or deductible from such amounts
      under the PAYE system in the United Kingdom or such equivalent taxation
      and social security payments)) in its jurisdiction of incorporation;
      and

            


    

     

    
      	
              (ii)  

            	
              comply with (in all material
      respects) all statutes, regulations and collective agreements relevant to
      the conditions of service of its employees or to the relations between it
      and its employees (or former employees, as the case may be), any
      recognised trade union or works council and the laws applicable to
      the  employment of the employees in its jurisdiction of
      incorporation;

            


    

     

    Notices
to Agent

     

    
      	
              16.2.7  

            	
              BMUK
      will notify the Agent in writing of the following matters at the following
      times (each such notice to describe the subject matter thereof in
      reasonable detail and to set out the action that BMUK or the relevant
      Obligor has taken or proposes to take with respect
    thereto):

            


    

     

    
      
        	
                (a)

              	
                immediately
      after becoming aware of the existence of any Default;

              
	
                (b)

              	
                immediately
      after becoming aware that any shareholder in, or any creditor of, any
      Obligor has given notice or taken any action with respect to a claimed
      default by such Obligor and in circumstances where such shareholder or
      creditor has taken or is threatening to take any action or steps which
      will or might reasonably be expected to have a material adverse
      effect;

                 

              
	
                (c)

              	
                immediately
      after becoming aware of any material adverse change in the assets,
      business, operations or condition (financial or otherwise) of any Obligor
      or of the Group (taken as a whole);

                 

              
	
                (d)

              	
                immediately
      after becoming aware of any pending or threatened action, suit, proceeding
      or counterclaim by any person which may have a material adverse effect on
      any Obligor, or any pending or threatened investigation by a public
      authority;

                 

              
	
                (e)

              	
                immediately
      after becoming aware of any pending or threatened strike, work stoppage,
      material unfair labour practice claim, or other material labour dispute
      affecting any Obligor;

                 

              
	
                (f)

              	
                immediately
      after becoming aware of any violation of any law, statute, regulation, or
      ordinance of a public authority applicable to any Obligor or its assets
      which may have a material adverse effect on it or on such
      Obligor;

              
	
                (g)

              	
                immediately
      after becoming aware of any violation by any Obligor of any Environmental
      Law or immediately upon receipt of any notice (including a works notice)
      delivered pursuant to any Environmental Law or of any notice that a public
      authority has asserted that any Obligor is not in compliance with any
      Environmental Law or that its compliance is being
      investigated;

              
	
                (h)

              	
                ten
      (10) days prior to any Obligor changing its name or the address of its
      registered office;

                 

              
	
                (i)

              	
                immediately
      upon becoming aware that any Group Company has received a notice or other
      document from any of its suppliers notifying such Group Company of a
      breach by such Group Company of any supply agreement to which it is a
      party;

              


      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

           Hedging

     

    
      	
              16.2.8  

            	
              BMUK
      and each other relevant Borrower shall, within 60 days of the Closing Date
      or, in the case of any Additional Borrower, within 60 days of the date
      upon which it becomes an Additional Borrower, enter into such Hedging
      Agreements with a Hedge Provider as the Agent may require (after
      consultation with BMUK) and in such form as the Agent (acting reasonably)
      may require;

            


    

     

    St.
Crispin Property

     

    
      	
              16.2.9  

            	
              BMUK
      shall promptly notify the Agent of any proposed refinancing of all or any
      part of the financial indebtedness secured by any encumbrance over the St.
      Crispin Property and shall not complete such refinancing without the St
      Crispin Mortgagee having entered into any intercreditor deed or other
      priority arrangements in form and substance mutually acceptable to the
      relevant replacement St. Crispin Mortgagee, BMUK and the
      Agent;

            


    

     

    
      	
              16.2.10  

            	
              [Intentionally
      omitted.]

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Material
Contracts and terms of business with Account Debtors

     

    
      	
              16.2.11  

            	
              it
      will and will procure that each relevant Trading Company will promptly
      notify the Agent of:

            


    

     

    
      
        	
                (a)

              	
                any
      proposed change in, or amendment to, any Material Contract or its terms of
      business with Account Debtors including, without limitation, any material
      change to any retention of title or similar provisions but excluding in
      each case minor or routine changes or amendments which could not
      reasonably be expected to have a materially adverse effect on the
      interests of the Lenders or the Receivables Purchaser;

              
	
                (b)

              	
                any
      material or persistent breach by any relevant Trading Company or any other
      party to any of the Material Contracts and, if relevant, of any steps
      being taken or proposed to remedy such breach; and

              
	
                (c)

              	
                any
      proposal to repudiate or cancel, or any purported repudiation or
      cancellation of, any of the Material
Contracts;

              


      

    

     

    Additional
Security

     

    
      	
              16.2.12  

            	
              without
      prejudice to the obligations of each of the Obligors pursuant to the
      Security Documents to which each of them it is expressed to be a party, it
      will grant or procure that there is granted to the Security Trustee, such
      new or further security (“additional security”)
      over any business, shares or other assets which may be acquired pursuant
      to any Pre-Approved Acquisition or any other acquisition permitted
      pursuant to the Finance Documents; any such additional security shall be
      in such form and contain such terms and conditions as the Agent or the
      Lenders (having carried out all necessary due diligence) may require
      having regard to the nature and location of the assets in question and
      shall be required to be effected in favour of the Security Trustee within
      90 days (or such later date as the Agent may agree) of the date of
      completion of the relevant acquisition; it will provide the Security
      Trustee with such evidence as the Security Trustee may require that all
      applicable laws and regulations relating to the execution of such
      additional security have been duly complied with (including any statutory
      declarations and/or special resolutions required under sections 155 and
      156 Companies Act 1985; all costs and expenses (including legal fees)
      incurred by any of the Beneficiaries in preparing, negotiating and
      perfecting any such additional security shall be for the account of
      BMUK;

            


    

     

    Dormant
Companies

     

    
      	
              16.2.13  

            	
              it
      will ensure that each of the Dormant Companies remains dormant and
      promptly notify the Agent of any proposal for any of such companies to
      recommence trading, which they shall not be permitted to do unless BMUK
      has received the prior written consent of the
  Agent;

            


    

     

    Excess
Availability

     

    
      	
              16.2.14  

            	
              the
      Excess Availability (calculated on each day) shall be not less than
      £8,000,000 (provided that if on any day the Excess Availability is less
      than £8,000,000 but more than £4,000,000, the same shall not constitute a
      breach of this Clause 16.2.14 provided that a repayment of the Revolving
      Facility is made within 2 business days of that day and immediately
      following such payment Excess Availability is not less than
      £8,000,000);

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EC
Insolvency Regulation

     

    
      	
              16.2.15  

            	
              it
      will maintain, and procure that all other members of the BMUK Group
      maintain, its centre of main interests (within the meaning of the EC
      Insolvency Regulation) in the United
Kingdom.

            


    

     

    USD
Co

     

    
      	
              16.2.16  

            	
              it
      will procure that the USD Co will (and the USD Co undertakes that it
      shall):

            


    

    
       

    

     

     

    
      
        	
                (a)

              	
                maintain
      books and records separate from any other person or
  entity;

              
	
                (b)

              	
                maintain
      its accounts separate from any other person or entity;

              
	
                (c)

              	
                ensure
      that all of its assets are capable of being identified as belonging to the
      USD Co and are readily capable of being removed without any physical
      obstruction or impediment or any interference as a result of the exercise
      of the rights of any Group Company, member of the Restricted Group or of
      any other third party or any agent or other person acting on behalf of any
      of them;

              
	
                (d)

              	
                indebtedness
      under any finance leases disclosed to the Agent prior to the date of this
      Agreement or which are fully disclosed in the Latest Projections and
      budgets for Capital Expenditure of the Group as delivered to the Agent
      pursuant to Clauses 15.2.3 (Latest Projections) and
      15.2.4 (Capital
      Expenditure) and as approved by the Agent;

              
	
                (e)

              	
                maintain
      separate financial statements;

              
	
                (f)

              	
                indebtedness
      due and owing by BMUK to the Parent provided that (a) such indebtedness is
      unsecured and is incurred on terms no less favourable to BMUK than would
      be applicable in a comparable arm's length transaction with a third party
      that is not an Affiliate and (b) the aggregate amount of such indebtedness
      does not exceed at any time US$15,000,000; or

              
	
                (g)

              	
                use
      stationery and invoices in its name only;

              
	
                (h)

              	
                hold
      itself out as a separate entity;

              
	
                (i)

              	
                take
      prompt action to correct any known misunderstanding on the part of any
      person dealing with the USD Co regarding its separate identity;
      and

              
	
                (j)

              	
                maintain
      its registered office and established place of business in England and
      Wales and carry out its business in England and Wales and maintain its
      centre of main interests (within the meaning of the EC Insolvency
      Regulation) in the United
Kingdom.

              


      

    

    
       

      Negative
Covenants

       

    

    
      	
              16.3  

            	
              Each
      Obligor undertakes that:

            


    

     

    Encumbrances

     

    
      	
              16.3.1  

            	
              it
      will not, and will ensure that no Obligor will, without the prior written
      consent of the Agent, create, agree to create or permit to subsist any
      encumbrance on or over their respective assets to secure any indebtedness
      of any person other than the following:

               

               

               

            


    

    
      
        	
                (a)

              	
                any
      encumbrance on or over the assets of any Obligor subsisting at the
      Effective Date and agreed to by the Agent (and in the case of the
      encumbrances held by the St. Crispin Mortgagee, any replacement thereof)
      provided that the principal, capital or nominal amount secured by any such
      encumbrance may not be increased beyond the amount currently secured by
      the relevant encumbrance as at the Effective Date without the prior
      written consent of the Agent;

              
	
                (b)

              	
                encumbrances
      in favour of the Security Trustee;

              
	
                (c)

              	
                the
      Pledge Agreements;

              
	
                (d)

              	
                liens
      or rights of set-off arising solely by operation of law incurred in the
      ordinary course of business and not in connection with the borrowing of
      money, for sums not more than 30 days overdue;

              
	
                (e)

              	
                encumbrances
      arising out of title retention provisions in a supplier’s standard
      conditions of supply in respect of goods acquired by the relevant person
      in the ordinary course of trading;

              
	
                (f)

              	
                any
      other encumbrance created or outstanding with the prior written consent of
      the Agent;

              
	
                (g)

              	
                agreements
      and arrangements of the type referred to in Clause 16.3.5(d) to the extent
      that the same constitute security;

              
	
                (h)

              	
                any
      encumbrance over any asset (other than Accounts or Inventory) acquired by
      any Obligor after the date of this Agreement and subject to which such
      asset is acquired provided that (1) except with the prior written consent
      of the Agent, the principal, capital or nominal amount secured by such
      encumbrance may not be increased beyond the amount secured thereby at the
      date of such acquisition and (2) the same is discharged within 90 days of
      the date of such acquisition;

              
	
                (i)

              	
                provided
      that, in the case of any encumbrance created or existing pursuant to sub
      paragraphs (a) and (f) above, it shall be a condition to the creation of
      such encumbrance that BMUK shall, if so requested by the Agent, procure
      that the beneficiary of the relevant encumbrance shall accede to an
      intercreditor deed or other priority arrangement on terms acceptable to
      the Agent;

              


      

    

     

     

    Disposals

     

    
      	
              16.3.2  

            	
              without
      the prior written consent of the Agent, it will not, and it will ensure
      that no Group Company will (whether by a single transaction or a number of
      related or unrelated transactions and whether at one time or over a period
      of time), sell, transfer, assign, lease out, lend or otherwise dispose of
      (whether outright, by a sale and repurchase or sale and leaseback
      arrangement or otherwise) any part of its or their assets having an
      aggregate value in excess of £750,000 in any one Financial Year except,
      sales of Inventory in the ordinary course of trading, sales to Affiliates
      permitted under Clause 16.3.8 (Transactions with
      Affiliates) and sales of Equipment permitted under Clause 16.4.11
      (Disposal of the
      Equipment) provided that, where any matter relating to any leasing,
      sub-leasing or other similar arrangement with respect to the St. Crispin
      Property requires the consent of the Agent pursuant to the terms of this
      Clause 16.3.2 (Disposals), such
      consent shall not be withheld if the relevant subject matter also requires
      the consent of the St. Crispin Mortgagee and the St. Crispin Mortgagee has
      granted its consent to such matter;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Distributions
and changes in capital structure

       

      
        	
                1.1.1  

              	
                without
      the prior written consent of the
Agent:

              


      

       

      
        	
                (a)  

              	
                it
      will not, and it will ensure that no Group Company will, directly or
      indirectly declare, make or pay, or incur any liability to make or pay,
      any Distribution, or return any capital to any shareholder by way of
      capital reduction or otherwise, provided
      that:

              


      

       

      
        	
                (i)

              	
                BMEE
      may make Distributions or returns of capital to BMUK;

              
	
                (ii)

              	
                BMUK
      and any one or more of the IDF Companies may make Distributions or returns
      of capital to BMEBV;

              
	
                (iii)

              	
                BMEBV
      may make Distributions or returns of capital to BMEP;

              
	
                (iv)

              	
                BMEP
      may make Distributions or returns of capital to BMEH;
  and

              
	
                (v)

              	
                (with
      the consent of the Agent) BMEH may make Distributions or returns of
      capital to the Parent,

              


      

      


       

      so long
as all of such payments in aggregate, together with the aggregate principal
amount of all loans made pursuant to Clause 16.3.7(a) (Loans and guarantees), do not
exceed £2,000,000 (or the equivalent in any other currency) in any Financial
Year and do not exceed £6,000,000 (or the equivalent in any other currency)
during the term of this Agreement but, for the avoidance of doubt, no Group
Company may make any Distribution to any member of the Restricted
Group;

       

      and provided further
that the Agent shall have received a certificate signed by the
finance director of BMUK confirming that:

       

      (1)      each
of the Obligors is in compliance with all of its obligations under the Finance
Documents to which it is a party and no Default has occurred and is continuing
or will result from the payment of the Distribution or return of capital
proposed;

       

      (2)      there
is Excess Availability under the Revolving Facility of not less than £5,000,000
as at the date of such certificate and there will be an average Excess
Availability of not less than £5,000,000 both as at the proposed date of payment
of the relevant Distribution or return of capital and for a continuous period of
six (6) months thereafter; and

       

      (3)      in
the case of a Distribution to be paid by BMEH to the Parent only, the largest
twenty (20) trade creditors of the Borrowers (as a whole) are being paid in full
when the relevant amounts become due in accordance with their prevailing credit
terms; and

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (b)  

            	
              it
      will not, and it will ensure that no Group Company will, make any change
      in the capital structure of any Group Company which could have a material
      adverse effect on any Obligor or the Group (taken as a
    whole);

            


    

     

    Transactions
having a material adverse effect

     

    
      	
              16.3.4  

            	
              it
      will not, and it will ensure that no Obligor will, enter into any
      transaction which has or might reasonably be expected to have, a material
      adverse effect on any Obligor;

            


    

     

    Indebtedness

     

    
      	
              16.3.5  

            	
              it
      will not, and it will ensure that no Group Company will, incur or maintain
      any indebtedness other than:

            


    

    

      
        	
                (a)

              	
                indebtedness
      under the Finance Documents;

              
	
                (b)

              	
                trade
      payables and contractual obligations to suppliers and customers incurred
      in the ordinary course of trading;

              
	
                (c)

              	
                indebtedness
      between members of the Group as disclosed to and permitted by the
      Agent;

              
	
                (d)

              	
                indebtedness
      under any finance leases disclosed to the Agent prior to the date of this
      Agreement or which are fully disclosed in the Latest Projections and
      budgets for Capital Expenditure of the Group as delivered to the Agent
      pursuant to Clauses 15.2.3 (Latest Projections) and
      15.2.4 (Capital
      Expenditure) and as approved by the Agent;

              
	
                (e)

              	
                indebtedness
      due and owing under any foreign exchange or interest-rate swap, under any
      option, cap, collar or floor or under any other hedging agreement or
      similar arrangement with any bank or other financial institution and
      disclosed to the Agent prior to the date of this Agreement and any
      replacement thereof or other hedging arrangement (which is intended to
      hedge exposure to interest rate or currency exchange fluctuations and not
      an arrangement of a speculative nature) entered into after the date of
      this Agreement, in the case of interest rate hedging only, with the prior
      written consent of the Agent and provided that, if the relevant Hedge
      Provider is not the Arranger, any financial indebtedness due and owing
      under the relevant hedging arrangement may not be secured without the
      consent of the Agent (acting on the instructions of all of the Lenders);
      or

              
	
                (f)

              	
                indebtedness
      due and owing by BMUK to the Parent provided that (a) such indebtedness is
      unsecured and is incurred on terms no less favourable to BMUK than would
      be applicable in a comparable arm's length transaction with a third party
      that is not an Affiliate and (b) the aggregate amount of such indebtedness
      does not exceed at any time US$15,000,000; or

              
	
                (g)

              	
                Bank
      Product Debt

              
	
                (h)

              	
                indebtedness
      due and owing by BMUK to the St. Crispin Mortgagee, provided that the
      aggregate principal amount of such indebtedness may not be increased after
      the Effective Date; or

              
	
                (i)

              	
                indebtedness
      due and owing:

              


      

    

    
       

      
        	
                (i)

              	
                by
      BMUK to BMEBV provided that (a) such indebtedness is unsecured and is
      incurred on terms no less favourable to BMUK than would be applicable in a
      comparable arm's length transaction with a third party that is not an
      Affiliate and (b) the aggregate amount of such indebtedness does not
      exceed at any time US$40,000,000; and

              
	
                (ii)

              	
                by
      BMEBV to BMEP provided that (a) such indebtedness is unsecured and is
      incurred on terms no less favourable to BMEBV than would be applicable in
      a comparable arm's length transaction with a third party that is not an
      Affiliate and (b) the aggregate amount of such indebtedness does not
      exceed at any time US$40,000,000;

              


      

       

      
        	
                (j)

              	
                indebtedness
      due and owing by BMEH to the IBM Entities under the BMEH IBM
      Guarantees;

              
	
                (k)

              	
                indebtedness
      due and owing by BMEH to Mr Klaus Reichl under the BMEH Reichl
      Guarantee,

              


      

    

     

    and will
not, in any event, pay any amount in respect of any financial indebtedness due
to the St Crispin Mortgagee, save in accordance with the provisions of the St.
Crispin Priority Agreement or any subsequent intercreditor deed or priority
arrangement approved by the Agent in accordance with this
Agreement;

     

    Prepayment

     

    
      	
              16.3.6  

            	
              it
      will not, and it will ensure that no Group Company will, voluntarily
      prepay or redeem any financial indebtedness, save that each Borrower may
      make prepayments under this Agreement in accordance with its terms and
      save that any Group Company may, in the ordinary course of business, make
      early payments to any trade
creditor;

            


    

     

    Loans
and guarantees

    
       

      
        
          	
                  16.3.7  

                	
                  it
      will not, and will ensure that no Group Company will, make, roll-over or
      continue to remain outstanding any loans, grant any credit (save in the
      ordinary course of trading) or give any guarantee to or for the benefit of
      any person (other than any guarantee permitted pursuant to Clause 16.4.15
      (St. Crispin Property
      Guarantee)) or otherwise voluntarily assume any liability, whether
      actual or contingent, in respect of any obligation of any other person,
      save that:

                


        

         

        


         

        
          	
                  (a)

                	
                  BMEH,
      BMEP, BMEBV, each of the Borrowers and IDF Companies may make any loans or
      grant any credit to each other and to any one or more of the IDF Companies
      (but, subject to paragraph (d) and (e) of this Clause 16.3.7 (Loans and guarantees),
      not to any member of the Restricted Group) which, in the case of loans to
      BMEH and/or BMEP and/or BMEBV, in aggregate together with any loans or
      credit granted to the Parent in accordance with Clause 16.3.7(b) below, do
      not exceed £2,000,000 (or the equivalent in any other currency) in any
      period of twelve (12) months commencing on the Closing Date and do not
      exceed £6,000,000 (or the equivalent in any other currency) during the
      term of this Agreement;

                
	
                  (b)

                	
                  BMUK
      may make any loans or grant any credit to the Parent which are repayable
      on demand and which, in aggregate, do not exceed the Parent Loan Limit at
      any time during the term of this Agreement;

                
	
                  (c)

                	
                  a
      Group Company may make loans to its employees (other than its directors)
      provided that the aggregate amount of all such loans made by all of the
      Group Companies shall not exceed £20,000;

                
	
                  (d)

                	
                  a
      Group Company may roll-over or continue to make available (but not
      increase the principal amount thereof, other than through the
      capitalisation of accrued interest) any existing loans or financial
      accommodation to any other Group Company or, subject to any other
      applicable restrictions in this Agreement, to a member of the Restricted
      Group (and for the avoidance of doubt the aggregate amount of loans and
      accrued interest outstanding to the Restricted Group as at the Effective
      Date is € 8,302,070);

                
	
                  (e)

                	
                  BMEH
      may make loans or other financial accommodation to one or more members of
      the Restricted Group, provided always that BMEH is able to provide
      evidence satisfactory to the Agent (acting reasonably), whether by way of
      the provision of Management Accounts, Financial Statements or otherwise,
      from which the Agent is able to determine that such loans or other
      advances will be funded wholly out of new funds made available to BMEH
      after the Closing Date by loans from the Parent or which have otherwise
      been invested in BMEH by the Parent after the Closing Date by way of the
      subscription for equity or other capital contribution in or to BMEH and
      not funded by any existing funds of BMEH as at the Closing
      Date;

                
	
                  (f)

                	
                  the
      Borrowers and the IDF Companies may maintain inter company balances
      between themselves in an aggregate amount not exceeding €2,000,000 at any
      time provided that the same are maintained on arms' length commercial
      terms in the ordinary course of business;

                
	
                  (g)

                	
                  each
      of the loans referred to in Clause 16.3.5(i) (Indebtedness) may be
      made;

                
	
                  (h)

                	
                  [intentionally
      omitted;]

                
	
                  (i)

                	
                  the
      BMEH IBM Guarantees are hereby permitted; and

                
	
                  (j)

                	
                  the
      BMEH Reichl Guarantee is hereby
permitted;

                


        



       

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

    

     

    Transactions
with Affiliates

     

    
      	
              16.3.8  

            	
              save
      to the extent permitted by the foregoing sub clauses of this Clause 16.3
      (Negative
      Covenants), it will not, and will ensure that no Group Company
      will:

            


    

     

    
      
        	
                (a)

              	
                sell,
      transfer, distribute or pay any money or assets to any Affiliate (other
      than sales of US Inventory by BMUK to the USD Co and subsequent sales of
      US Inventory by the USD Co back to BMUK immediately prior to BMUK selling
      such US Inventory to its customers pursuant to the terms of the Inter
      Company Sale Agreement);

              
	
                (b)

              	
                lend
      or advance money or assets to any Affiliate; or

              
	
                (c)

              	
                invest
      in (by capital contribution or otherwise) or purchase or repurchase any
      shares or indebtedness or any assets of any
  Affiliate,

              


      

    

     

    save
that, if no Default has occurred and is continuing, a Group Company may engage
in transactions relating to the sale and purchase of Inventory (but not, save as
otherwise permitted in this Agreement, involving any sales of Equipment or other
fixed assets) with an Affiliate in the ordinary course of trading in amounts and
upon terms fully disclosed to the Agent in the Management Accounts and no less
favourable to that Group Company than would obtain in a comparable arm’s length
transaction with a third party which is not an Affiliate, provided that Accounts
generated between the Group Companies and their Affiliates shall not account for
more than three per cent (3%) of the total number of Accounts generated by the
Borrowers and/or any other Charging Companies;

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Change
of business or operations

    
       

    

    
      	
              16.3.9  

            	
              it
      will ensure that there is no material change in the nature of its business
      or operations or the business or operations of the Group taken as a whole
      (whether by a single transaction or a number of related or unrelated
      transactions, whether at one time or over a period of time and whether by
      disposal, acquisition or
otherwise);

            


    

     

    Accounting
reference date

     

    
      	
              16.3.10  

            	
              it
      will not, without the prior approval of the Agent, change, and will
      procure that no other Group Company changes, its accounting reference
      date;

            


    

     

    Subsidiaries

     

    
      	
              16.3.11  

            	
              save
      pursuant to any Pre-Approved Acquisition or otherwise with the Agent’s
      prior written consent, it will not, directly or indirectly, organise or
      acquire any Subsidiary (other than a Dormant Company or those in existence
      as at the date of this Agreement and which have been advised to the Agent
      in writing);

            


    

     

    Restricted
Investments

     

    
      	
              16.3.12  

            	
              it
      will not, and will ensure that no Group Company will make any Restricted
      Investment;

            


    

     

    Capital
Expenditure

     

    
      	
              16.3.13  

            	
              it
      will not, and will ensure that no Group Company will, without the prior
      written consent of the Agent, make or incur any Capital Expenditure if,
      after giving effect thereto, the aggregate amount of all Capital
      Expenditure by the Group in any Financial Year would exceed £1,500,000 (or
      the equivalent in any other
currency);

            


    

     

    Lease
or similar obligations

     

    
      	
              16.3.14  

            	
              save
      with the prior written consent of the Agent and save for any finance
      leases agreed with the Agent pursuant to Clause 16.3.5 (Indebtedness), it will
      not, and will ensure that no Group Company will enter into any lease of
      real or personal property as lessee or sub-lessee or enter into any hire
      purchase, conditional sale or other similar arrangement if, after giving
      effect thereto, the aggregate amount of Rentals payable by the Group
      Companies in any Financial Year in respect of such lease and all other
      such leases, hire purchase, conditional sale or similar arrangements would
      exceed £500,000.  The term “Rentals” means all
      payments due from the lessee or sub-lessee under a lease or all payments,
      liabilities or obligations due from the hirer or other relevant obligor or
      debtor (howsoever described) under any hire purchase, conditional sale or
      similar arrangement, including, without limitation, rent, service charge,
      utility or maintenance costs and insurance premiums together with any VAT
      thereon;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Capital
Markets

     

    
      	
              16.3.15  

            	
              if
      any Borrower, BMEP, BMEH or BMEBV or any other Group Company shall enter
      into any Capital Markets Transaction then, subject to the following
      provisions of this Clause 16.3.15 (Capital Markets), it
      shall apply, or BMEH shall procure that there is applied, thirty per cent
      (30%) of the net proceeds of such Capital Markets Transaction to prepay
      (subject to payment of any broken funding costs) a commensurate amount of
      the then Total Outstandings, provided that, if the average Excess
      Availability during the period of six (6) months ending on the date upon
      which the Capital Markets Transaction is completed was in excess of
      £5,000,000, then the relevant issuer(s) shall not be obliged to apply such
      proceeds in prepayment in the manner prescribed by this Clause 16.3.15
      (Capital
      Markets);

            


    

     

    Vendor
Financing

     

    
      	
              16.3.16  

            	
              it
      will not and will procure that no other Group Company will enter into any
      vendor financing programme or similar arrangement for financing the
      acquisition of Equipment, any other fixed asset or Inventory (which has
      not already been disclosed in its budget for Capital Expenditure and
      approved by the Agent), without the prior written consent of the Agent and
      without the Agent being provided with such information as it may require
      as to the terms and conditions of such vendor financing programme or other
      arrangement and assessing the impact, if any, upon the Collateral and/or
      the encumbrances created by the
Debenture;

            


    

     

    USD
Co

     

    
      	
              16.3.17  

            	
              without
      prejudice to the terms of any other Finance Document, it will procure that
      the USD Co will not (and the USD Co undertakes that it shall not) and, in
      relation to Clause 16.3.17(p) only, BMUK undertakes that it will
      not:

               

            


    

    
      
        	
                (a)

              	
                except
      as provided for in the Inter Company Sale Agreement, sell, assign, convey,
      transfer or otherwise dispose of any US Inventory or any other
      asset;

                 

              
	
                (b)

              	
                cancel,
      terminate, amend, modify or waive any term or condition of the Inter
      Company Sale Agreement or any other Finance Document to which it is a
      party or any document entered into by it thereunder;

                 

              
	
                (c)

              	
                create
      or permit to subsist any encumbrance over all or any of its assets other
      than in favour of the Security Trustee;

              
	
                (d)

              	
                amend
      its accounting policies, except as may be required by Applicable
      GAAP;

              
	
                (e)

              	
                take
      any action which may prejudice the validity of the Inter Company Sale
      Agreement or any other Finance Document to which it is a
      party;

              
	
                (f)

              	
                incur
      or permit to subsist any indebtedness of any kind other than pursuant to
      the Inter Company Sale Agreement;

              
	
                (g)

              	
                merge
      or consolidate with any other company or person;

              
	
                (h)

              	
                except
      as contemplated by the Inter Company Sale Agreement, sell, transfer or
      otherwise, dispose of or cease to exercise direct control over any part of
      its present or future undertaking, assets, rights or revenues whether by
      one or a series of transactions related or not;

              
	
                (i)

              	
                make
      any loans grant any credit or give any guarantee to or for the benefit of
      any person;

              
	
                (j)

              	
                engage
      in any business or activity other than those necessary or incidental to
      the requirements of the Inter Company Sale Agreement;

              
	
                (k)

              	
                allot,
      issue or purchase any shares or alter any of the rights attaching to its
      shares currently in issue;

              
	
                (l)

              	
                declare
      or pay any dividend or make any other Distribution (whether in cash or in
      specie) in respect of its share capital;

              
	
                (m)

              	
                have
      any employees;

              
	
                (n)

              	
                make
      or agree to make any payment to any person otherwise than in accordance
      with the terms of the Inter Company Sale Agreement;

              
	
                (o)

              	
                own,
      rent, lease or be in possession of any buildings or
equipment;

                 

              
	
                (p)

              	
                in
      relation to BMUK in its capacity as sole shareholder of the USD Co, not
      petition or commence proceedings for the administration or winding up (nor
      participate in any ex parte proceedings with regard thereto, seek to
      enforce a judgment against the USD Co with regard thereto, nor join any
      person in the petition or commencement of proceedings for the
      administration or winding up) of the USD Co, nor to convene a meeting for
      the purposes of considering a resolution or other steps taken by USD Co
      for the winding up, dissolution, administration or reorganisation of USD
      Co, other than for the purposes of a solvent reorganisation which has been
      approved in writing in advance by the Agent;

              
	
                (q)

              	
                permit
      to subsist any Subsidiary and it will not form or acquire any
      Subsidiary;

              


      

    

     

    Material
Contracts and terms of business

     

    
      	
              16.3.18  

            	
              it
      will not and will procure that none of the Trading Companies shall,
      without the prior written consent of the
Agent:

            


    

     

    
      	
              (a)  

            	
              amend
      in any material respect or terminate any of the Material Contracts or its
      terms of business with Account Debtors, for which purpose an amendment
      shall be regarded as “material” if it could reasonably be expected to have
      a materially adverse effect on the interests of the Lenders or the
      Receivables Purchaser; or

            


    

     

    
      	
              (b)  

            	
              agree
      to waive any material or persistent breach of any of the Material
      Contracts.

            


    

     

    Covenants
relating to the Collateral

     

    
      	
              16.4  

            	
              BMUK
      (and, in the case of Clause 16.4.16 (USDCo) only, BMEH)
      undertakes that:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Collateral
Reporting

     

    
      	
              16.4.1  

            	
              it
      will provide the Agent, in each case in respect of each Trading Company,
      and on a consolidated and consolidating basis, with the following
      documents at the following times in form satisfactory to the
      Agent:

            


    

     

    
      
        	
                (a)

              	
                on
      a weekly basis on each Wednesday based on figures as of the previous
      Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule
      of credit notes, a summary of collections of accounts receivable, a
      schedule of Accounts created since the last such schedule, with effect
      from any Inventory Eligibility Date, a report of the Inventory balance (by
      location) based on the perpetual inventory reports and such further
      details as the Agent may request;

              
	
                (b)

              	
                upon
      request, copies of invoices, credit notes, shipping and delivery
      documents;

              
	
                (c)

              	
                monthly
      ageings of accounts receivable to be delivered no later than the 10th day
      of each month in respect of the immediately preceding
    month;

              
	
                (d)

              	
                monthly
      perpetual inventory reports by category to be delivered no later than the
      10th day of each month in respect of the immediately preceding
      month;

              
	
                (e)

              	
                on
      a monthly basis, a report listing the top ten (10) customers of BMUK
      during that month, providing (i) details of the level of sales made to
      each such customer; (ii) details of any credit notes issued to each such
      customer or any other account adjustments made in respect of such
      customer; and (iii) the amount of cash actually received from each such
      customer during the relevant month;

              
	
                (f)

              	
                with
      effect from any Inventory Eligibility Date, upon request, monthly
      perpetual inventory reports with effect from any Inventory Eligibility
      Date, a quarterly report of all Inventory based on a physical stock
      count;

              
	
                (g)

              	
                monthly
      ageings of accounts payable no later than the 10th day of the following
      month, together with a specific breakdown (in reasonable detail) of the
      monthly ageings of accounts payable to the largest ten supplier creditors
      of BMUK and details of the Inventory held by BMUK in respect of such
      accounts payable and each such supplier;

              
	
                (h)

              	
                with
      effect from any Inventory Eligibility Date, upon request, copies of
      purchase orders, invoices, and delivery documents for Inventory and
      Equipment acquired by that Trading Company;

              
	
                (i)

              	
                such
      other reports as to the Collateral and the Accounts (and each Borrower
      hereby authorises the Agent to make enquiries of its customers in this
      respect) as the Agent shall request from time to time;
  and

              
	
                (j)

              	
                certificates
      of an officer of BMUK certifying as to the
  foregoing;

              


      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Inspection

     

    
      	
              16.4.2  

            	
              upon
      receiving not more than two business days’ notice from the Agent (or
      without notice following a Default which is continuing), it will, and will
      procure that each Trading Company will, permit the Agent or any person
      authorised by the Agent to have access to its premises to carry out a
      periodic inspection of the Collateral, the regularity of such periodic
      inspections to be at the Agent’s discretion, but initially to be no more
      often than every 60 days;

            


    

     

    Accounts

     

    
      	
              16.4.3  

            	
              it
      will not, and will ensure that no Trading Company will, re-date any
      invoice or sale or make sales on extended credit beyond 45 days from its
      standard credit terms or modify any Account except with the prior written
      consent of the Agent.  If BMUK or any other Obligor becomes
      aware of any material matter affecting any material Account (including
      information regarding any Account Debtor’s creditworthiness and any
      information in respect of an Account Debtor against whom a Trading Company
      has commenced, or is proposing to commence, legal proceedings), it will
      promptly so advise the Agent;

            


    

     

    Acceptance
of notes or other instruments

     

    
      	
              16.4.4  

            	
              it
      will not, and will ensure that no Trading Company will, accept any note or
      other instrument (except a cheque or other instrument for the immediate
      payment of money) with respect to any Account without the Agent’s written
      consent.  If the Agent consents to the acceptance of any such
      note or other instrument, it shall be considered as evidence of the
      Account and not payment thereof, and BMUK will promptly deliver such note
      or instrument to the Agent appropriately endorsed.  Regardless
      of the form of presentment, demand, notice of dishonour, protest and
      notice of protest with respect thereto, BMUK will remain liable thereon
      until such note or instrument is paid in
full;

            


    

     

    Disputes
with Account Debtors

     

    
      	
              16.4.5  

            	
              it
      will notify the Agent promptly of all disputes and claims with Account
      Debtors in excess of £50,000 and settle or adjust them, or ensure that the
      relevant Trading Company settles or adjusts them,  at no expense
      to the Lenders, but no discount, credit or allowance shall be granted to
      any Account Debtor without the Agent’s consent, except for discounts,
      credits and allowances made or given in the ordinary course of trading
      when no Event of Default exists hereunder.  BMUK shall send, or
      procure that there is sent to, the Agent a copy of each credit note in
      excess of £1,000,000 as soon as issued and a list of all credit notes in
      excess of £750,000 on a weekly basis, with copies of any such credit notes
      to be supplied to the Agent at the Agent’s
  request;

            


    

     

    Returns
of Inventory

     

    
      	
              16.4.6  

            	
              if
      after the Inventory Eligibility Date, an Account Debtor returns any
      Inventory to any Borrower or any Trading Company when no Event of Default
      exists, then that Borrower shall promptly determine the reason for such
      return and shall issue, or procure that the relevant Trading Company shall
      issue, a credit note to the Account Debtor in the appropriate
      amount.  Each Borrower shall immediately report to the Agent any
      return involving an amount in excess of £1,000,000.  Each such
      report shall indicate the reasons for the returns and the locations and
      condition of the returned Inventory.  Whenever any Inventory is
      returned, the related Account shall be deemed ineligible, and the
      Available Revolving Facility Amount shall be adjusted
      accordingly;

            


    

     

    Inventory

     

    
      	
              16.4.7  

            	
              after
      the Inventory Eligibility Date, it will not, and will ensure that no
      Trading Company will, without prior written notice to the Agent, acquire
      or accept any Inventory on consignment or
  approval;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Inventory
- Reporting System

     

    
      	
              16.4.8  

            	
              after
      the Inventory Eligibility Date, it will maintain, and will ensure that
      each Trading Company maintains, a perpetual inventory reporting system at
      all times; it will conduct a physical count of the Inventory of all the
      Trading Companies at least once per Financial Year and after the
      occurrence of an Event of Default at such other times as the Agent
      requests, and shall promptly, upon completion, supply the Agent with a
      copy of such count accompanied by a report of the value of such Inventory
      (valued at the lower of cost, on a FIFO basis, or market value); no
      Borrower will, and will ensure that no Trading Company will, without the
      Agent’s prior written consent, sell any Inventory on a sale or return,
      sale on approval, consignment or other repurchase or return
      basis;

            


    

     

    Condition
of the Equipment

     

    
      	
              16.4.9  

            	
              it
      will keep and maintain, and will ensure that each Trading Company keeps
      and maintains, its Equipment in good operating condition and repair
      (ordinary wear and tear excepted) and will make all necessary
      replacements;

            


    

     

    Additions
to the Equipment

     

    
      	
              16.4.10  

            	
              it
      will include information regarding any material additions to or deletions
      from any Equipment (which, in the case of any additions, are to be within
      the agreed Capital Expenditure budget) within the Management Accounts
      required to be delivered pursuant to Clause 15.2.2 (Management
      Accounts);

            


    

     

    Disposal
of the Equipment

     

    
      	
              16.4.11  

            	
              it
      will not, and will ensure that no Trading Company will, without the
      Agent’s prior written consent, sell, lease as a lessor, or otherwise
      dispose of any Equipment provided that obsolete or unusable Equipment
      having an orderly liquidation value no greater than £500,000 individually
      and £1,500,000 in the aggregate in any Financial Year, may be disposed of
      without the Agent’s consent, subject to the conditions set forth
      below.  If any of the Equipment is sold, transferred or
      otherwise disposed of with the Agent’s prior written consent or as
      otherwise permitted hereby then:

            


    

     

    
      	
              (a)  

            	
              if
      such sale, transfer or disposal is effected without replacement of such
      Equipment, or such Equipment is replaced by leased Equipment, or by
      Equipment purchased subject to a Permitted Encumbrance, BMUK will, or will
      procure that the relevant Trading Company will, deliver all of the cash
      proceeds of any such sale, transfer or disposal to the Agent, which
      proceeds shall be applied in or towards prepayment of all sums due from
      the Borrowers hereunder; or

            


    

     

    
      	
              (b)  

            	
              if such sale, transfer or
      disposal is made in connection with the purchase of replacement Equipment
      (other than subject to a Permitted Encumbrance), BMUK will use the
      proceeds of such sale, transfer or disposal to finance the purchase of
      such replacement Equipment which shall be free and clear of all liens,
      claims and encumbrances, except for the Security Interest and other
      Permitted Encumbrances and shall deliver to the Agent written evidence of
      the use of the proceeds for such
purchase;

            


    

     

    
      	
              16.4.12  

            	
              [intentionally
      omitted];

            


    

     

    
      	
              16.4.13  

            	
              [intentionally
      omitted];

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    St.
Crispin Mortgage

     

    
      	
              16.4.14  

            	
              it
      will not agree to or complete any refinancing of the indebtedness relating
      to the St. Crispin Property unless:

            


    

     

    
      	
              (a)  

            	
              the
      Agent shall be afforded a reasonable opportunity (subject to any
      applicable confidentiality constraints) to review the terms and conditions
      of such refinancing; and

            


    

     

    
      	
              (b)  

            	
              BMUK
      shall procure that the St. Crispin Mortgagee shall enter into an
      intercreditor deed or priority arrangement mutually acceptable to the
      relevant St. Crispin Mortgagee, BMUK and the
  Agent;

            


    

     

    St.
Crispin Property Guarantee

     

    
      	
              16.4.15  

            	
              it
      will not give and will procure that no other Group Company shall provide
      any guarantee, indemnity or other assurance in respect of the obligations
      of BMUK or any relevant Affiliate to the St. Crispin Mortgagee unless the
      obligations of each relevant Group Company and the rights and recourse of
      the St. Crispin Mortgagee are fully subordinated to the rights of the
      Beneficiaries under the Finance
Documents;

            


    

     

    USD
Co

     

    
      	
              16.4.16  

            	
              it
      will (a) procure that no Group Company or member of the Restricted Group
      will take any action or omit to take any action which has the effect of
      the USD Co becoming liable for any amount or incurring any liability or
      expense to any person save for any action to be taken, or permitted to be
      taken, under or pursuant to the Inter Company Sale Agreement and (b) pay
      to the USD Co an amount equal to any amount for which the USD Co becomes
      liable notwithstanding Clause 16.4.16(a) immediately upon the USD Co
      becoming so liable or to make such arrangements as are acceptable to the
      Agent for the immediate discharge of such
  liability.

            


    

     

     

    
      	
              17.  

            	
              DEFAULT

            


    

     

    Events
of Default

     

    
      	
              17.1  

            	
              Each
      of the events set out below is an Event of
  Default:

            


    

     

    Non-payment

     

    
      	
              17.1.1  

            	
              any
      Obligor or any IDF Company does not pay any sum due from it under any
      Finance Document at the time and in the manner specified in the relevant
      Finance Document, or where the non-payment results solely from technical
      difficulties relating to the transfer of that amount from the relevant
      Obligor or IDF Company to the Agent or, as the case may be, the
      Receivables Purchaser, within five (5) days of the due
    date;

            


    

     

    Breach
of representation or warranty

     

    
      	
              17.1.2  

            	
              any
      representation or warranty made or deemed to be repeated by any Obligor or
      any IDF Company in any Finance Document or in any document delivered
      pursuant to it is not complied with or is or proves to have been incorrect
      or misleading in any material respect when made or deemed to be
      repeated;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Breach
of undertaking

     

    
      	
              17.1.3  

            	
              any
      Borrower fails duly to perform or comply with any obligation expressed to
      be assumed by it in Clause 2.2 (Purpose), 15 (Financial Condition),
      16.2.14 (Excess
      Availability), 16.2.8 (Hedging), 16.3 (Negative Covenants) or
      16.4 (Covenants relating
      to the Collateral) or any Obligor or any IDF Company fails duly to
      perform any obligation in, or comply with any of the terms of, any of the
      Security Documents;

            


    

     

    Breach
of other obligation

     

    
      	
              17.1.4  

            	
              any
      Obligor or any IDF Company fails duly to perform or comply with any other
      obligation expressed to be assumed by it in any of the Finance Documents
      and such failure (if capable of remedy) is not remedied within ten
      business days after the earlier of (i) the date upon which any such
      Obligor or, as the case may be, IDF Company becomes aware of such default
      or (ii) the date upon which the Agent or, as the case may be, Receivables
      Purchaser has notified such Obligor or, as the case may be, IDF Company of
      such default or if any such Finance Document shall terminate (other than
      in accordance with its terms or with the written consent of the Agent) or
      become void or unenforceable;

            


    

     

    Cross-default

     

    
      	
              17.1.5  

            	
              any
      indebtedness (other than indebtedness to any one or more trade creditors
      arising in the ordinary course of business which is not overdue by more
      than 60 days and in respect of which the relevant trade creditor has not
      sought repayment or otherwise taken steps to procure or enforce repayment
      or in respect of which repayment has been sought and the relevant Obligor
      or, as the case may be, IDF Company is contesting in good faith by
      appropriate means its liability to make payment thereof) of any Obligor or
      any IDF Company of an amount in excess of £1,000,000 (or its equivalent in
      any other currency) is not paid when due or is declared to be or otherwise
      becomes due and payable prior to its specified maturity or any creditor of
      any Obligor or any IDF Company becomes entitled to declare any such
      indebtedness due and payable prior to its specified
    maturity;

            


    

     

    Insolvency

     

    
      	
              17.1.6  

            	
              any
      Obligor or Group Company is unable to pay its debts as they fall due (or
      is deemed by law or by a court to be unable to pay its debts), stops,
      suspends or threatens to stop or suspend payment of all or any part of its
      indebtedness or commences negotiations with any one or more of its
      creditors with a view to the general readjustment or re-scheduling of all
      or any part of its indebtedness or makes a general assignment for the
      benefit of, or composition with, its creditors or a moratorium is agreed
      or declared in respect of, or affecting, all or any part of its
      indebtedness;

            


    

     

    Enforcement
proceedings

     

    
      	
              17.1.7  

            	
              a
      distress, attachment, execution, diligence or other legal process is
      levied, enforced or sued out on or against all or any part of the assets
      of any Obligor or Group Company and is not discharged within five business
      days;

            


    

     

    Insolvency
proceedings

     

    
      	
              17.1.8  

            	
              any
      Obligor or Group Company takes any corporate action or other steps are
      taken or legal or other proceedings are started
  for:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (a)  

            	
              its
      winding-up, administration, dissolution, receivership or re-organisation
      other than (i) a winding-up for the purposes of a bona fide, solvent
      scheme of reconstruction or amalgamation previously approved in writing by
      the Agent or (ii) a petition for winding up which a Borrower has satisfied
      the Agent is vexatious, groundless or an abuse of process and in relation
      to which the relevant Group Company has taken steps within seven days of
      the petition to restrain the petitioner from advertising the petition and
      which in any event has been discharged within 30 days of the petition;
      or

            


    

     

    
      	
              (b)  

            	
              the
      appointment of a receiver, administrator, administrative receiver, trustee
      or similar officer of it or of any or all of its
  assets;

            


    

     

    Analogous
proceedings

     

    
      	
              17.1.9  

            	
              anything
      analogous to or having a substantially similar effect to any of the events
      specified in Clauses 17.1.6 (Insolvency), 17.1.7
      (Enforcement
      proceedings) or 17.1.8 (Insolvency proceedings)
      shall occur under the laws of any applicable
  jurisdiction;

            


    

     

    Encumbrance
enforceable

     

    
      	
              17.1.10  

            	
              any
      encumbrance on or over the assets of any Obligor or Group Company securing
      indebtedness in excess of £500,000 becomes enforceable and any step
      (including the taking of possession or the appointment of a receiver,
      manager or similar person) is taken to enforce that
      encumbrance;

            


    

     

    Expropriation

     

    
      	
              17.1.11  

            	
              all
      or any material part of the shares or assets of any Obligor is seized,
      compulsorily acquired, nationalised or otherwise expropriated or custody
      or control of the same is assumed by any public authority or any court of
      competent jurisdiction at the instance of any public authority, except
      where contested in good faith by proper proceedings diligently pursued
      where a stay of enforcement is in
effect;

            


    

     

    Termination
of any guarantee

     

    
      	
              17.1.12  

            	
              any
      guarantee of any amounts due and payable under any of the Finance
      Documents shall be terminated, revoked or declared void or
      invalid;

            


    

     

    Judgments

     

    
      	
              17.1.13  

            	
              one
      or more final judgments for the payment of money aggregating in excess of
      £50,000 (whether or not covered by insurance) shall be rendered against
      any Obligor and such Obligor shall fail to discharge the same within
      thirty (30) days from the date of entry thereof or to appeal
      therefrom;

            


    

     

    Loss
of Collateral

     

    
      	
              17.1.14  

            	
              any
      loss, theft, damage or destruction of any item or items of the Collateral
      occurs which in the opinion of the Agent (i) could materially and
      adversely affect the operation of any Borrower’s or any Obligor’s business
      or the business of the Group (taken as a whole) or (ii) is material in
      amount and is not adequately covered by
  insurance;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Cessation
of business

     

    
      	
              17.1.15  

            	
              any
      Obligor ceases to carry on the business it carries on today or enters into
      any unrelated business;

            


    

     

    Illegality

     

    
      	
              17.1.16  

            	
              it
      is or will become unlawful for any Obligor to perform or comply with any
      of its obligations under any Relevant Agreement, or any such obligation is
      not or ceases to be legal, valid and
binding;

            


    

     

    Repudiation

     

    
      	
              17.1.17  

            	
              any
      Obligor repudiates, or does or causes to be done anything evidencing an
      intention to repudiate any Relevant
Agreement;

            


    

     

    Loss
of a material number of customers

     

    
      	
              17.1.18  

            	
              if,
      on receipt by the Agent of a Quarterly Sales Certificate in accordance
      with Clause 15.2.7 (Quarterly Sales
      Certificates), that Quarterly Sales Certificate demonstrates that
      the result of the formula specified below is less than
    0.75.

            


    

    
 

    

      
        	
                A – C

              
	
                B

              


      

    

    


    Where:

     

    “A” is
the Total Year 1 Sales specified in that Quarterly Sales
Certificate;

     

    “B” is
the Total Year 2 Sales specified in that Quarterly Sales Certificate;
and

     

    “C” is
the Total Lost Customer Sales specified in that Quarterly Sales
Certificate

     

    Expressions
used in this Clause 17.1.18 (Loss of a material number of
customers) have the meanings given to them in Clause 15.2.7 (Quarterly Sales
Certificates);

     

    Loss
of a material number of suppliers

     

    
      	
              17.1.19  

            	
              if,
      on receipt by the Agent of a Quarterly Supply Certificate in accordance
      with Clause 15.2.8 (Quarterly Supply
      Certificates), that Quarterly Supply Certificate demonstrates that
      the result of the formula specified below is less than
    0.65.

            


    

     

    
      
        	
                X – Z

              
	
                Y

              


      



    Where:

     

    “X” is
the Total Year 1 Supply Costs specified in that Quarterly Supply
Certificate;

     

    “Y” is
the Total Year 2 Supply Costs specified in that Quarterly Supply Certificate;
and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Z” is
the Total Reduced Supply Costs specified in that Quarterly Supply
Certificate.

     

    Expressions
used in this Clause 17.1.19 (Loss of a material number of
suppliers) have the meanings given to them in Clause 15.2.8 (Quarterly Supply
Certificates);

     

    Change
of control

     

    
      	
              17.1.20  

            	
              any
      person or group of connected persons which does not have control at the
      date of this Agreement acquires control of BMEH, BMEP, BMEBV or any
      Obligor and for this purpose “connected person” shall be construed in
      accordance with section 839 Income and Corporation Taxes Act
      1988;

            


    

     

    Invoice
Discounting Agreements

     

    
      	
              17.1.21  

            	
              any
      Event of Default as defined in and referred to in the Accounts Transfer
      Conditions (other than an Event of Default set out in Condition 17.1(i)
      (Encumbrance
      Enforceable) or Condition 17.1(l) (Judgments) of the
      Accounts Transfer Conditions) shall
occur;

            


    

     

    Action
by any IBM Entity pursuant to the BMEH IBM Guarantees

     

    
      	
              17.1.22  

            	
              any
      demand, notice of demand for payment and/or fulfilment of obligations is
      served on BMEH under any BMEH IBM Guarantee or any other action or claim
      is threatened or made or proceedings are commenced against BMEH under or
      pursuant to any BMEH IBM Guarantee;

            


    

     

    Action
by Mr Klaus Reichl pursuant to the BMEH Reichl Guarantee

     

    
      	
              17.1.23  

            	
              any
      demand, notice of demand for payment and/or fulfilment of obligations is
      served on BMEH under the BMEH Reichl Guarantee or any other action or
      claim is threatened or made or proceedings are commenced against BMEH
      under or pursuant to the BMEH Reichl
Guarantee.

            


    

     

    Acceleration

     

    
      	
              17.2  

            	
              If
      at any time and for any reason (and whether within or beyond the control
      of any party to any of the Finance Documents) any Event of Default has
      occurred, then at any time thereafter, whilst such Event of Default is
      continuing, the Agent may, and shall, if so instructed by the Majority
      Lenders, by written notice to BMUK do one or more of the following at any
      time or times and in any order:

            


    

     

    
      	
              17.2.1  

            	
              reduce
      or cancel the Available Facility or any one or more of its elements or
      reduce or cancel the Available Revolving Facility
  Amount;

            


    

     

    
      	
              17.2.2  

            	
              restrict
      the amount of or refuse to make available any Revolving Loan or Swingline
      Loan or to issue any Letter of Credit or
  Guarantee;

            


    

     

    
      	
              17.2.3  

            	
              terminate
      this Agreement and the Revolving Facility made or to be made available
      hereunder and cancel any Bank
Products;

            


    

     

    
      	
              17.2.4  

            	
              declare
      any Revolving Loan or any Swingline Loan, all unpaid accrued interest or
      fees and any other sum then payable under this Agreement to be due and
      payable on demand or on such date as it may specify in such notice
      whereupon all such moneys shall become so due and payable on demand or on
      such date (as the case may be);

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              17.2.5  

            	
              require
      that the Borrower deposit with the Security Trustee with respect to any
      Letter of Credit or Guarantee then outstanding and/or with respect to any
      Bank Product Debt, a Supporting Letter of Credit or cash, in the same
      manner as contemplated in Clause 6.14 (Supporting Letter of Credit;
      Cash Collateral);

            


    

     

    
      	
              17.2.6  

            	
              declare
      the Revolving Facility to be cancelled, whereupon it shall be so cancelled
      and the Commitment of each Lender shall immediately be reduced to
      zero;

            


    

     

    
      	
              17.2.7  

            	
              enforce
      any or all of its rights or require that the Security Trustee enforce any
      or all of its rights under any of the Finance Documents or under
      applicable law.

            


    

     

    On
Demand Facility

     

    
      	
              17.3  

            	
              If,
      pursuant to Clause 17.2.4, the Agent declares any of the Loans (or any
      other moneys which may become payable hereunder) to be due and payable on
      demand of the Agent, then, at any time thereafter, the Agent may by
      written notice to BMUK call for repayment of any such Loans (and any other
      such moneys) on such date as it may specify in such notice (whereupon the
      same shall become due and payable on such date together with all unpaid
      accrued interest, fees and any other sums then owed by the Borrowers
      hereunder) or withdraw its declaration with effect from such date as it
      may specify in such notice.

            


    

     

    Letter
of Credit and Guarantee Fee following Event of Default

     

    
      	
              17.4  

            	
              From
      the date of the occurrence of any Event of Default until such Event of
      Default is remedied to the satisfaction of the Agent, or until all sums
      payable hereunder have been satisfied or discharged in full and none of
      the Lenders is under any contingent liability hereunder or under any
      Letter of Credit or Guarantee, the Letter of Credit and Guarantee Fee
      shall be calculated at the rate per annum equal to an additional 2% per
      annum to that referred to in Clause 22.5 (Letter of Credit and Guarantee
      Fee) on the maximum face value of any Letter of Credit or maximum
      contingent liability of the Issuer under each Guarantee then
      outstanding.

            


    

     

    Termination
Fee

     

    
      	
              17.5  

            	
              If
      the Agent terminates this Agreement upon an Event of Default, BMUK shall
      pay the Agent for the account of the Lenders in their Participating
      Proportions, immediately upon termination, a fee equal to the early
      termination fee that would have been payable under Clause 29 (Term and Termination)
      if this Agreement had been terminated on that date pursuant to BMUK’s
      election.

            


    

     

     

    
      	
              18.  

            	
              DEFAULT
      INTEREST

            


    

     

    Interest
on Unpaid Sums

     

    
      	
              18.1  

            	
              If
      any relevant Obligor does not pay any sum payable by it under this
      Agreement on its due date in accordance with the provisions of Clause 20
      (Payments) or if
      any sum due and payable by any relevant Obligor under any judgment of any
      court in connection with this Agreement is not paid on the date of such
      judgment, it shall pay interest on the balance for the time being
      outstanding (such balance being referred to in this Agreement as the
      “unpaid sum”) for the period beginning on such due date or, as the case
      may be, the date of such judgment, in accordance with the provisions of
      this Clause 18 (Interest
      on Unpaid Sums).

            


    

     

    Default
Interest Periods

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              18.2  

            	
              Interest
      under this Clause 18 (Default Interest) shall
      be calculated by reference to successive periods, each of which (other
      than the first, which shall begin on the due date for payment or, as the
      case may be, the date of judgment as referred to in Clause 18.1 (Interest on Unpaid
      Sums)) shall begin on the last day of the preceding
      period.  Each such period shall be of such duration as the Agent
      may select.

            


    

     

    Default
Interest Rates

     

    
      	
              18.3  

            	
              The
      rate of interest applicable to an unpaid sum from time to time during each
      period relating to that unpaid sum shall be the rate per annum which is
      the sum of (i) two per cent (2%) (ii) the Applicable Margin (iii) LIBOR
      relative to such period (or, in respect of any Swingline Loans or
      Alternative Rate Revolving Loans, the Alternative Rate for the month
      during which such interest accrues) and (iv) the Mandatory Cost, if any,
      applicable to that unpaid sum provided
that:

            


    

     

    
      	
              18.3.1  

            	
              if,
      at or about 11.00 a.m. on the Quotation Date in respect of such unpaid
      sum, it is not possible to determine LIBOR in accordance with the
      definition of LIBOR there shall be substituted for LIBOR the rate
      determined by the Agent (and notified to BMUK) to be the weighted average
      of the rates (as notified to the Agent by the Lenders prior to the first
      day of the relevant Interest Period) which represent the cost to each
      Lender of funding its portion of such unpaid sum during such period from
      whatever sources and in whatever manner it may select;
  and

            


    

     

    
      	
              18.3.2  

            	
              if
      the unpaid sum is of the principal amount of a LIBOR Revolving Loan which
      became due and payable other than on the last day of any Interest Period
      relating to it, the first default period applicable to that unpaid sum
      shall be of a duration equal to the unexpired portion of that Interest
      Period and the rate of interest applicable to it during that Interest
      Period shall be the rate per annum equal to the sum of two per cent (2%)
      and the rate applicable to it immediately before it became
      due.

            


    

     

    Payment
and Compounding of Default Interest

     

    
      	
              18.4  

            	
              Any
      interest accrued due under Clause 18.3 (Default Interest Rates)
      in respect of an unpaid sum shall be due and payable and shall be paid by
      the relevant Obligor at the end of the period by reference to which it is
      calculated or on such other date as the Agent may specify by written
      notice to BMUK.  If not paid on the due date, the interest shall
      be added to and form part of the unpaid sum on which interest shall accrue
      and be payable in accordance with the provisions of this Clause 18 (Default
      Interest).

            


    

     

     

    
      	
              19.  

            	
              INDEMNITIES

            


    

     

    General
Indemnities

     

    
      	
              19.1  

            	
              BMUK
      shall (or will procure that an Obligor will) indemnify on demand each of
      the Beneficiaries against any funding or other cost, loss (including any
      foreign exchange contract loss incurred by any of them), expense or
      liability which it may sustain or incur, directly or indirectly, as a
      result of:

            


    

     

    
      	
              19.1.1  

            	
              a
      Loan not being made by reason of any of the provisions of Clause 6.1.1
      (General Conditions of
      Utilisation) or any of the conditions set out in Schedule 2 (Conditions Precedent)
      not being satisfied or any Borrower cancelling or purporting to cancel a
      Utilisation Notice; or

            


    

     

    
      	
              19.1.2  

            	
              the
      occurrence of any Default; or

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              19.1.3  

            	
              the
      receipt or recovery by it (or the Agent on its behalf) of all or any part
      of its share of any Loan or unpaid sum other than on the last day of any
      Interest Period relating to that Loan or unpaid
  sum.

            


    

     

    Break
Costs

     

    
      	
              19.2  

            	
              BMUK’s
      liability under Clause 19.1 (General Indemnities)
      shall include the amount (if any) by which (i) the additional interest
      which would have been payable under this Agreement on the amount so
      received or recovered had it been received or recovered by the relevant
      party on the last day of the relevant Interest Period exceeds (ii) the
      amount of interest which, in the opinion of the Beneficiary concerned,
      would have been payable to such Beneficiary on the last day of that
      Interest Period in respect of a deposit denominated in the currency of the
      Loan or unpaid sum in question equal to the amount so received or
      recovered placed by it with a prime bank in London for a period starting
      on the second business day following the date of such receipt or recovery
      and ending on the last day of that Interest Period.  For the
      avoidance of doubt (but without prejudice to their obligations to pay
      break costs), neither BMUK nor any other relevant Obligor shall be liable
      to compensate any Beneficiary for any loss of Applicable Margin if any
      amount is repaid, prepaid or cancelled by virtue of the operation of
      Clauses 9.3 (Prepayment
      and Cancellation of Individual Lenders) or 12.1.2.(Consequences of
      Illegality)

            


    

     

    Currency
Indemnity

     

    
      	
              19.3  

            	
              Any
      amount received or recovered by any Beneficiary in respect of any sum
      expressed to be due to it from any Obligor under any Finance Document in a
      currency other than the currency (the “contractual currency”)
      in which such sum is so expressed to be due (whether as a result of, or of
      the enforcement of, any judgment or order of a court or tribunal of any
      jurisdiction, the winding-up of such Obligor or otherwise) shall only
      constitute a discharge to such Obligor to the extent of the amount of the
      contractual currency that the recipient is able, in accordance with its
      usual practice, to purchase with the amount of the currency so received or
      recovered on the date of receipt or recovery (or, if later, the first date
      on which such purchase is practicable).  If the amount of the
      contractual currency so purchased is less than the amount of the
      contractual currency so expressed to be due, such Obligor shall indemnify
      the recipient against any loss sustained by it as a result, including the
      cost of making any such purchase.

            


    

     

    Indemnity
to the Agent

     

    
      	
              19.4  

            	
              BMUK
      shall (or shall procure that an Obligor shall) promptly indemnify the
      Agent against any cost, loss or liability incurred by the Agent (other
      than any loss occasioned by the gross negligence or wilful misconduct of
      the Agent) as a result of:

            


    

     

    
      	
              19.4.1  

            	
              investigating
      any event which it reasonably believes is a Default;
  or

            


    

     

    
      	
              19.4.2  

            	
              entering
      into or performing any foreign exchange contract for the purposes of any
      Loan being made in a Foreign
  Currency;  or

            


    

     

    
      	
              19.4.3  

            	
              acting
      or relying on any notice, request or instruction which it believes to be
      genuine, correct and appropriately
authorised.

            


    

     

    Nature
of Indemnities

     

    
      	
              19.5  

            	
              Each
      of the indemnities in this Clause 19 (Indemnities)
      constitutes a separate and independent obligation from the other
      obligations in this Agreement, shall give rise to a separate and
      independent cause of action, shall apply irrespective of any time or
      indulgence granted by the Agent or any Lender and shall continue in full
      force and effect notwithstanding any order, judgment, claim or proof for a
      liquidated amount in respect of any sum due under this Agreement or any
      other judgment or order.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              20.  

            	
              CURRENCY
      OF ACCOUNT AND PAYMENTS

            


    

     

    Currency
of Account and Payment

     

    
      	
              20.1  

            	
              Sterling
      is the currency of account and payment for all sums at any time due from
      the Borrower under or in connection with any of the Finance Documents
      (including damages) provided that (i) each repayment of a Loan or a part
      thereof shall be made in the currency in which such Loan is denominated at
      the time of that repayment;  (ii) each payment of interest shall
      be made in the currency in which the sum in respect of which such interest
      is payable is denominated;  (iii) each payment in respect of
      costs and expenses shall be made in the currency in which the same were
      incurred;  and (iv) any amount expected to be payable in a
      currency other than sterling shall be paid in that other
      currency.

            


    

     

    Payments
by the Borrower and the Lenders

     

    
      	
              20.2  

            	
              On
      each date on which this Agreement requires an amount to be paid by any
      Obligor or any of the Lenders to the Agent, that Obligor or, as the case
      may be, such Lender shall make the same available to the
      Agent:

            


    

     

    
      	
              20.2.1  

            	
              where
      such amount is denominated in sterling, by payment in sterling and in same
      day funds (or in such other funds as may for the time being be customary
      in London for the settlement in London of banking transactions in
      sterling) to the Agent at Bank of America, N.A., 5 Canada Square, London,
      E14 5AQ, sort code 16-50-50, Attn:  Loans Service (or as the
      Agent may otherwise specify for this purpose);
  or

            


    

     

    
      	
              20.2.2  

            	
              where
      such amount is denominated in a Foreign Currency (other than euro), by
      payment in such Foreign Currency and in immediately available, freely
      transferable, cleared funds to such account with such bank in the
      principal financial centre of the country of such Foreign Currency as the
      Agent may specify for this purpose;
or

            


    

     

    
      	
              20.2.3  

            	
              where
      such amount is denominated in euro, such sum shall be made available to
      the Agent by payment in euro and in immediately available, freely
      transferable, cleared funds to such account with such bank in such
      principal financial centre in such participating member state of the
      European Union or in London as the Agent shall from time to time nominate
      for this purpose.

            


    

     

    Payments
by the Agent

     

    
      	
              20.3  

            	
              Save
      as otherwise provided herein, each payment received by the Agent for the
      account of another person pursuant to Clause 20.2 (Payments by the Borrowers and
      the Lenders) shall be made available by the Agent (subject, without
      any liability therefor, for delays outside the Agent’s control in
      crediting cleared funds) to such other person (in the case of a Lender,
      for the account of its Facility Office) for value the same day (provided
      that such payment has been received by the Agent by no later than 12.00
      noon) by transfer to such account of such person with such bank in the
      principal financial centre of the country of the currency of such payment
      as such person shall have previously notified to the Agent or (in the case
      of a Borrower) in the agreed currency denomination to the account of that
      Borrower specified in the Utilisation
Notice.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Payments
due on non-business days

     

    
      	
              20.4  

            	
              If
      any payment of principal, interest, premium or other sum to be made
      hereunder becomes due and payable on a day other than a business day, the
      due date of payment shall be extended to the next succeeding business day
      and interest thereon shall be payable at the applicable interest rate
      during such extension (unless that next succeeding business day falls in
      the following calendar month in which case the due date of payment shall
      be the immediately preceding business
day).

            


    

     

    Impracticable
to make payments

     

    
      	
              20.5  

            	
              If,
      at any time, it shall become impracticable (by reason of any action of any
      governmental authority or any change in law, exchange control regulations
      or any similar event) for any Obligor to make any payments hereunder in
      the manner specified in Clause 20.2 (Payments by the Borrowers and
      the Lenders), then that Obligor may agree with each or any of the
      Lenders to make alternative arrangements for the payment direct to such
      Lender of amounts due to such Lender hereunder provided that, in the
      absence of any such agreement with any Lender, that Obligor shall be
      obliged to make all payments due to such Lender in the manner specified in
      this Agreement.  Upon reaching such agreement the relevant
      Obligor and such Lender shall immediately notify the Agent and shall
      thereafter promptly notify the Agent of all payments made direct to such
      Lender.

            


    

     

    No
Set-Off or Counterclaim

     

    
      	
              20.6  

            	
              All
      payments made by an Obligor under this Agreement shall be made free and
      clear of and without any deduction for or on account of any set-off or
      counterclaim.

            


    

     

    Refunding
of Payments

     

    
      	
              20.7  

            	
              Where
      a sum is to be paid to the Agent under this Agreement for account of
      another person, the Agent shall not be obliged to (but may) make the same
      available to that other person until it has been able to establish to its
      satisfaction that it has actually received that sum.  If and to
      the extent that it does so but it proves to be the case that it had not
      actually received the sum which it paid out, then, the person to whom the
      Agent made that sum available shall on request refund it to the Agent and
      that person or (at the option of the Agent) the person by whom that sum
      should have been made available shall on request pay to the Agent the
      amount (as certified by the Agent) which will indemnify the Agent against
      any funding or other cost, loss, expense or liability which it may have
      sustained or incurred as a result of paying out that sum before receiving
      it.

            


    

     

    Debit
to Loan Account

     

    
      	
              20.8  

            	
              The
      Agent is hereby authorised to debit all Swingline Loans and all
      Alternative Rate Revolving Loans and interest thereon to a loan account or
      accounts denominated in the currency denomination of each such Loan
      maintained with the Agent.  All fees, commissions, costs,
      expenses and other charges under or pursuant to the Finance Documents and
      all payments made and out-of-pocket expenses incurred by the Agent and/or
      the Lenders pursuant to the Finance Documents will be debited to such loan
      account(s) as of the date due from the relevant Borrower or the date paid
      or incurred by the Agent and/or the Lenders, as the case may
      be.

            


    

     

    Change
of Currency to Euro

     

    
      	
              20.9  

            	
              With
      effect from the date (if any) upon which sterling is converted into euro
      in accordance with EMU legislation:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Redenomination

     

    
      	
              20.9.1  

            	
              each
      obligation under this Agreement of any party to this Agreement which, up
      to such time, had been denominated in sterling shall be redenominated into
      euro in accordance with EMU legislation provided that, if and to the
      extent that any EMU legislation provides that an amount denominated either
      in euro or in sterling as a national currency unit of the euro can be paid
      by the debtor either in euro or in that national currency unit, each party
      to this Agreement shall be entitled to pay or repay any such amount either
      in euro or in sterling as such national currency
  unit;

            


    

     

    Rounding

     

    
      	
              20.9.2  

            	
              without
      prejudice and in addition to any method of conversion or rounding
      prescribed by any EMU legislation and without prejudice to the respective
      liabilities for indebtedness of any Obligor to the Beneficiaries and the
      Beneficiaries to any Obligor under or pursuant to this Agreement each
      reference in this Agreement to a minimum amount (or an integral multiple
      thereof) in sterling to be paid to or by the Agent and/or the Lenders
      shall be replaced by a reference to such reasonably comparable and
      convenient amount (or an integral multiple thereof) in euro as the Agent
      (after consultation with BMUK but without prejudice to its rights under
      this Clause 20.9.2 (Rounding)) may from
      time to time specify; and

            


    

     

    Consequential
changes

     

    
      	
              20.9.3  

            	
              each
      provision of this Agreement shall be subject to such reasonable changes of
      construction as the Agent may (after consultation with BMUK but without
      prejudice to its rights under this Clause 20.9.3 (Consequential
      changes))from time to time specify to be necessary or appropriate
      to reflect the changeover of sterling to
euro.

            


    

     

    Order
of Distribution

     

    
      	
              20.10  

            	
              If
      the amount received by the Agent from an Obligor (or, as the case may be,
      from the Security Trustee pursuant to the exercise by the Security Trustee
      of any rights or powers it may have pursuant to the Security Documents) on
      any date is less than the total sum due under this Agreement on that date,
      the Agent shall apply that amount in or towards payment of the following
      sums in the following order:

            


    

     

    
      	
              20.10.1  

            	
              first,
      in or towards payment of any sum then due to the Agent in its capacity as
      such;

            


    

     

    
      	
              20.10.2  

            	
              secondly,
      in or towards payment of any sum then due to the Arranger in its capacity
      as such;

            


    

     

    
      	
              20.10.3  

            	
              thirdly,
      in or towards payment pro rata of any sums (other than principal of or
      interest on the Loans) then due to the Lenders (or any of
      them);

            


    

     

    
      	
              20.10.4  

            	
              fourthly,
      in or towards payment pro rata of any interest then
  due;

            


    

     

    
      	
              20.10.5  

            	
              fifthly,
      in or towards payment pro rata of any principal then
  due;

            


    

     

    
      	
              20.10.6  

            	
              sixthly,
      in or towards payment to BofA in respect of any Bank Product Debt then due
      but unpaid,

            


    

     

    and any
such applications shall be made notwithstanding any purported appropriation to
the contrary by any person.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              21.  

            	
              SET-OFF

            


    

     

    Each
Obligor authorises any other party to this Agreement at any time after an Event
of Default has occurred and is continuing and without prior notice to that
Obligor to apply any credit balance (whether or not then due) to which that
Obligor is at any time beneficially entitled on any account at any office of
that party in or towards satisfaction of any sum then due from it to that party
under this Agreement and unpaid and for this purpose to purchase with the moneys
standing to the credit of any such account such other currencies as may be
necessary to effect such application (but so that nothing in this Clause 21
(Set-Off) shall be
effective to create a charge).  No party shall be obliged to exercise
any of its rights under this clause which shall be without prejudice to and in
addition to any right of set-off, combination of accounts, lien or other right
to which it is at any time otherwise entitled (whether by operation of law,
contract or otherwise).

     

     

    
      	
              22.  

            	
              FEES

            


    

     

    Unused
Line Fee

     

    
      	
              22.1  

            	
              For
      every month during the term of this Agreement, BMUK shall (or shall
      procure that another Obligor shall) pay the Agent for the account of the
      Lenders a fee (the “Unused Line Fee”) in an
      amount equal to 0.25% per annum, multiplied by the average daily amount by
      which the Total Commitments (provided that for the purposes of this Clause
      22.1 (Unused Line
      Fee) and calculating the Unused Line Fee only, the Total
      Commitments shall be deemed to be £60,000,000 until such time as BMUK has
      served a notice in accordance with Clause 2.7 (Increase of Maximum Revolving
      Credit Line) and the period referred to in such Clause 2.7 (Increase of Maximum Revolving
      Credit Line) has expired after which time they shall be
      £76,000,000) exceed the sum of the sterling equivalent of (i) the average
      daily outstanding amount of the Revolving Loans and Swingline Loans during
      such month (with the outstanding amount of Revolving Loans and Swingline
      Loans calculated for this purpose by applying payments immediately upon
      receipt), (ii) the maximum contingent liability of the Issuer under each
      Letter of Credit and Guarantee or, if any demand is made under any Letter
      of Credit or Guarantee, the average daily amount outstanding under any
      account to which any such payment made thereunder is debited and (iii) the
      Invoice Discounting Facility Exposure.  Such fee shall be
      calculated on the basis of a year of three hundred sixty five (365) days
      and actual days elapsed, and shall be payable to the Agent on the first
      day of each month following the Closing Date and on the termination of
      this Agreement, in each case with respect to the prior month or portion
      thereof.

            


    

     

    Arrangement
Fee

     

    
      	
              22.2  

            	
              BMUK
      shall pay to the Arranger for its own account an arrangement fee in the
      amount and at the times agreed in a Fee Letter dated on or around the
      Closing Date from the Arranger to
BMUK.

            


    

     

    Collateral
Management Fee

     

    
      	
              22.3  

            	
              BMUK
      will pay the Agent for its own account a collateral management fee (the
      “Collateral Management
      Fee”) of an amount set out in the Fee Letter (2008). The total
      amount of such fee shall be deemed to have accrued due and become payable
      in full on the date referred to in the Fee Letter (2008) but the Agent
      agrees, subject to Clause 29.3 (Effect of Termination),
      that such fee shall be paid in equal instalments at the times specified in
      the Fee Letter (2008). BMUK will also pay to the Agent for its own account
      such other fees as are referred to in the Fee Letter (2008) in the amounts
      and at the times referred to in it.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Audit
Fee

     

    
      	
              22.4  

            	
              BMUK
      shall pay to the Agent for its own account an audit fee of £500 per day
      per field examiner charge (the “Audit Fee”) in respect
      of the periodic inspection of the Collateral required by the Agent in
      accordance with this Agreement and shall also pay on demand all out of
      pocket expenses incurred by the Agent in connection with any such
      inspection.

            


    

     

    Letter
of Credit and Guarantee Fee

     

    
      	
              22.5  

            	
              BMUK
      agrees to pay (or procure that the relevant Borrower shall pay) to the
      Agent for the account of the Issuer a fee (the “Letter of Credit and Guarantee
      Fee”) equal to 2.50% per annum (prior to the receipt of a Limit
      Reduction Notice) or 2.00% per annum (after receipt of a Limit Reduction
      Notice) of the face amount of each Letter of Credit or maximum contingent
      liability under each Guarantee issued by the Issuer, plus all
      out-of-pocket costs, fees and expenses incurred by the Issuer (other than
      where such fees, costs or expenses are indemnified pursuant to Clause
      6.12.2 (Indemnity)) in
      connection with the application for, issue of, or amendment to any Letter
      of Credit or Guarantee, such Letter of Credit and Guarantee Fee to be
      calculated on the basis of a year of 365 days and actual days elapsed and
      to be payable monthly in arrears on the first day of each month following
      any month in which a Letter of Credit or Guarantee was issued and/or in
      which a Letter of Credit or Guarantee remains outstanding and, to the
      extent that it has been calculated by reference to a Letter of Credit or
      Guarantee denominated other than in sterling, shall be satisfied by
      payment of the sterling equivalent of the amount so
      calculated.  Any out-of-pocket costs, fees and expenses incurred
      by the Issuer in connection with the application for, issue of, or
      amendment to any Letter of Credit or Guarantee shall be payable at the
      time of such application, issue or
amendment.

            


    

     

    Agency
and Trustee Fees

     

    
      	
              22.6  

            	
              BMUK
      shall pay to the Agent and the Security Trustee each for its own account
      the agency fees or, as the case may be, the trustee fees specified in the
      Fee Letter (2008). The full amount of such fees shall be deemed to have
      accrued due and become payable in full on the date specified in the Fee
      Letter (2008) but the Agent and the Security Trustee each agree, subject
      to Clause 29.3 (Effect
      of Termination), that such fees shall be paid in equal instalments
      as set out in the Fee Letter
(2008).

            


    

     

    Additional
Monitoring and Administration Fee

     

    
      	
              22.7  

            	
              Without
      prejudice to any other rights that the Agent, the Security Trustee or any
      of the Beneficiaries may have at such time under this Agreement or any
      other Finance Document, BMUK agrees that, upon the appointment of a
      receiver, administrator, administrative receiver, trustee, examiner or any
      other similar officer or office holder of any Obligor or of any or all of
      the assets of any Obligor or upon an order being made for the winding-up,
      liquidation or dissolution of any Obligor (the date of such event or
      occurrence being the “Insolvency Date”), BMUK
      shall become liable to pay forthwith to the Agent for its own account, an
      additional monitoring and administrative fee (the “Additional Monitoring and
      Administration Fee”) in an amount equal to one per cent. (1%) of
      the higher of (a) the aggregate total of all Accounts then due and owing
      from any Account Debtor to the Borrowers (as determined by the Agent by
      reference to the most recent information provided to it under Clause 15.2
      (Provision of Financial
      Information) and Clause 16.4 (Covenants relating to the
      Collateral)) and (b) the Total Commitments, in each case, as at the
      Insolvency Date.

            


    

     

    Termination
Fee

     

    
      	
              22.8  

            	
              On
      the date on which the Loans are finally repaid and each Letter of Credit
      or Guarantee is no longer outstanding, the Borrowers shall pay to the
      Agent, for the account of the applicable Receivables Purchaser, a
      termination fee in an aggregate amount equal to the lesser of (a)
      £10,000,000 and (b) each IDF Portfolio
Loss.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              23.  

            	
              PRO
      RATA SHARING

            


    

     

    Sharing
Payments

     

    
      	
              23.1  

            	
              If
      a Beneficiary (a “Recovering
      Beneficiary”) receives or recovers any amount from an Obligor other
      than in accordance with Clause 20 (Payments) and applies
      that amount to a payment due under the Finance Documents
    then:

            


    

     

    
      	
              23.1.1  

            	
              the
      Recovering Beneficiary shall, within three business days, notify details
      of the receipt or recovery to the
Agent;

            


    

     

    
      	
              23.1.2  

            	
              the
      Agent shall determine whether the receipt or recovery is in excess of the
      amount the Recovering Beneficiary would have been paid had the receipt or
      recovery been received or made by the Agent and distributed in accordance
      with clause 20, without taking account of any tax which would be imposed
      on the Agent in relation to the receipt, recovery or distribution;
      and

            


    

     

    
      	
              23.1.3  

            	
              the
      Recovering Beneficiary shall, within three business days of demand by the
      Agent, pay to the Agent an amount (the “Sharing Payment”) equal
      to such receipt or recovery, less any amount which the Agent determines
      may be retained by the Recovering Beneficiary as its share of any payment
      to be made, in accordance with Clause 20.10 (Order of Distribution)
      .

            


    

     

    Redistribution
of payments

     

    
      	
              23.2  

            	
              The
      Agent shall treat the Sharing Payment as if it had been paid by the
      relevant Obligor and distribute it between the Beneficiaries (other than
      the Recovering Beneficiary) in accordance with Clause 20.10 (Order of
      Distribution).

            


    

     

    Recovering
Beneficiary’s rights

     

    
      	
              23.3  

            	 


    

     

    
      	
              23.3.1  

            	
              On
      a distribution by the Agent under Clause 23.2 (Redistribution of
      Payments) the Recovering Beneficiary will be subrogated to the
      rights of the Beneficiaries which have shared in the
      redistribution.

            


    

     

    
      	
              23.3.2  

            	
              If
      and to the extent that the Recovering Beneficiary is not able to rely on
      its rights under sub-clause 23.3.1 above, the relevant Obligor shall be
      liable to the Recovering Beneficiary for a debt equal to the Sharing
      Payment which is immediately due and
payable.

            


    

     

    Reversal
of redistribution

     

    
      	
              23.4  

            	
              If
      any part of the Sharing Payment received or recovered by a Recovering
      Beneficiary becomes repayable and is repaid by that Recovering
      Beneficiary, then:

            


    

     

    
      	
              23.4.1  

            	
              each
      Beneficiary which has received a share of the relevant Sharing Payment
      pursuant to Clause 23.2 (Redistribution of
      Payments) shall, upon request of the Agent, pay to the Agent for
      account of that Recovering Beneficiary an amount equal to the appropriate
      part of its share of the Sharing Payment (together with an amount as is
      necessary to reimburse that Recovering Beneficiary for its proportion of
      any interest on the Sharing Payment which that Recovering Beneficiary is
      required to pay); and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              23.4.2  

            	
              that
      Recovering Beneficiary’s rights of subrogation in respect of any
      reimbursement shall be cancelled and the relevant Obligor will be liable
      to the reimbursing Beneficiary for the amount so
    reimbursed.

            


    

     

    Exceptions

     

    
      	
              23.5  

            	
              This
      Clause 23 (Pro Rata
      Sharing) shall not apply to the extent that the Recovering
      Beneficiary would not, after making any payment pursuant to this Clause 23
      (Pro Rata
      Sharing), have a valid and enforceable claim against the relevant
      Obligor.

            


    

     

    
      	
              23.6  

            	
              A
      Recovering Beneficiary is not obliged to share with any other Beneficiary
      any amount which the Recovering Beneficiary has received or recovered as a
      result of taking legal or arbitration proceedings,
  if:

            


    

     

    
      	
              23.6.1  

            	
              it
      notified that other Beneficiary of the legal or arbitration proceedings;
      and

            


    

     

    
      	
              23.6.2  

            	
              that
      other Beneficiary had an opportunity to participate in those legal or
      arbitration proceedings but did not do so as soon as reasonably
      practicable having received notice and did not take separate legal or
      arbitration proceedings.

            


    

     

     

    
      	
              24.  

            	
              COSTS,
      EXPENSES AND STAMP DUTIES

            


    

     

    Initial
and Continuing Costs and Expenses

     

    
      	
              24.1  

            	
              BMUK
      shall (or shall procure that an Obligor shall), from time to time on
      demand of the Agent, reimburse the Agent for all costs and expenses
      (including, without limitation, legal fees) together with VAT thereon
      incurred by it in connection with the negotiation, preparation, execution
      and administration of each of the Finance Documents and the completion of
      the transactions contemplated therein and/or any amendment, variation or
      novation of, supplement to, or waiver or consent in respect of, any of the
      Finance Documents, the cost of any appraisals, inspections, verifications
      and audits of the Collateral or Group’s operation the costs and expenses
      of forwarding loan proceeds, of the collection of all cheques and other
      items of payment, of the establishment and maintenance of any Receivables
      Account or other account and the costs and expenses of defending any
      claims made or threatened against the Agent arising out of the
      transactions contemplated hereby.

            


    

     

    Enforcement
Costs and Expenses

     

    
      	
              24.2  

            	
              BMUK
      shall, from time to time on demand of the Agent, reimburse the Agent, the
      Security Trustee and each of the Lenders for all costs and expenses
      (including legal fees and a reasonable estimate of the allocable cost of
      in-house counsel and staff) together with VAT thereon incurred in or in
      connection with the termination of this Agreement or the preservation
      and/or enforcement of any of the rights of any of the Beneficiaries under
      any of the Finance Documents.

            


    

     

    Stamp
Duties

     

    
      	
              24.3  

            	
              BMUK
      shall (or shall procure that an Obligor shall) pay all stamp, registration
      and other taxes to which any of the Finance Documents or any judgment
      given in connection with any of the Finance Documents is or at any time
      may be subject and shall, from time to time on demand of the Agent,
      indemnify the Agent and any other Beneficiaries against any liabilities,
      costs, claims and expenses resulting from any failure to pay or any delay
      in paying any such tax.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Provisions
Relating to Payments

     

    
      	
              24.4  

            	
              All
      payments to be made by BMUK (or any other Obligor) under this clause 24
      shall be made whether or not any Loan is made or Letter of Credit or
      Guarantee is issued under this
Agreement.

            


    

     

    Indemnity
by Lenders

     

    
      	
              24.5  

            	
              If
      BMUK fails to perform any of its obligations under this Clause 24 (Costs, expenses and stamp
      duties), each Lender shall (i) in the proportion borne by its
      Outstandings to the aggregate of the Outstandings of all the Lenders; or
      (ii) if there are no Outstandings, in the proportion borne by its
      Commitment to the Total Commitments; or (iii) if there are no Outstandings
      and the Total Commitments have been cancelled at such time, in the
      proportion borne by its Commitment to the Total Commitments immediately
      before they were cancelled (in each case determined, and as at such time
      as may be specified, by the Agent), indemnify the Agent, the Security
      Trustee and the other Lenders against any loss incurred by any of them as
      a result of such failure (save for any failure caused by the gross
      negligence or wilful default of any such party) and BMUK shall forthwith
      reimburse each Lender for any payment made by it pursuant to this Clause
      24.5 (Indemnity by
      Lenders).

            


    

     

     

    
      	
              25.  

            	
              CALCULATIONS
      AND EVIDENCE OF DEBT

            


    

     

    Basis
of Calculation

     

    
      	
              25.1  

            	
              Interest
      shall accrue from day to day and shall be calculated in the case of
      sterling on the basis of a year of 365 days (or, in the case of dollars or
      euros, 360 days or, in any case where market practice differs, in
      accordance with market practice) and the actual number of days elapsed
      (not counting within any Interest Period the last day of that Interest
      Period).  If the basis of accrual of interest or any other
      amount expressed in this Agreement in respect of sterling shall be
      inconsistent with any convention or practice in the London Interbank
      Market for the basis of accrual of interest or any other amount in respect
      of euro, such expressed basis shall be replaced by such convention or
      practice with effect from the date (if any) of conversion of sterling into
      euro in accordance with EMU
legislation.

            


    

     

    Failure
to Supply Quotations

     

    
      	
              25.2  

            	
              In
      on any occasion a Reference Bank or a Lender fails to supply the Agent
      with a quotation required of it under any provision of this Agreement, the
      rate for which such quotation was required shall be determined from those
      quotations which are supplied to the
Agent.

            


    

     

    Loan
Accounts

     

    
      	
              25.3  

            	
              Each
      Lender shall maintain in accordance with its usual practice accounts
      evidencing the amounts from time to time lent by and owing to it under
      this Agreement.

            


    

     

    Control
Account

     

    
      	
              25.4  

            	
              The
      Agent shall maintain on its books a control account or accounts in which
      shall be recorded (i) the amount of any Loan or unpaid sum made or arising
      under this Agreement and each Lender’s share in such Loan or unpaid sum,
      (ii) the amount of all principal, interest and other sums due or to become
      due from each Borrower to each of the Lenders under this Agreement and
      each Lender’s share in each such amount and (iii) the amount of any sum
      received or recovered by the Agent under this Agreement and each Lender’s
      share in such amount.

            


    

     

    Lenders’
Books and Records.

     

    
      	
              25.5  

            	
              Each
      Obligor agrees that the Agent’s and the Lenders’ books and records showing
      all amounts from time to time lent by and owing to any of them under this
      Agreement and the transactions pursuant to this Agreement and the other
      Finance Documents shall be admissible in any action or proceeding arising
      therefrom, and shall constitute prima facie proof thereof (in the absence
      of manifest error), irrespective of whether any such obligations are also
      evidenced by any other instrument.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Monthly
Statements

     

    
      	
              25.6  

            	
              The
      Agent will provide to BMUK a monthly statement of Loans, payments and
      other transactions pursuant to this Agreement.  Such statement
      shall be deemed correct, accurate, and binding on the Obligors and as an
      account stated (except for reversals and reapplications of payments made
      as provided in Clause 20.7 (Refunding of Payments)
      and corrections of errors).

            


    

     

    Certificates

     

    
      	
              25.7  

            	
              A
      certificate by the Agent or any other Finance Party as to any sum payable
      by it under this Agreement or any other Finance Document shall, in the
      absence of manifest error, be conclusive for the purposes of this
      Agreement and such Finance Documents and prima facie evidence in any legal
      action or proceedings arising out of or in connection with this Agreement
      or any other Finance Documents.

            


    

     

    Value
Added Tax

     

    
      	
              25.8  

            	
              All
      consideration (including interest and fees) payable under a Finance
      Document by the Borrower to a Beneficiary shall be deemed to be exclusive
      of any VAT.  If VAT is chargeable, the Borrower shall pay to the
      Beneficiary (in addition to and at the same time as paying the
      consideration) an amount equal to the amount of that VAT.  Where
      a Finance Document requires the Borrower to reimburse a Beneficiary for
      any costs or expenses, the Borrower shall also at the same time pay and
      indemnify that Finance Party against all VAT incurred by that Finance
      Party in respect of the costs and
expenses.

            


    

     

     

    
      	
              26.  

            	
              THE
      AGENT, THE ARRANGER, THE SECURITY TRUSTEE AND THE
  LENDERS

            


    

     

    Appointment

     

    
      	
              26.1  

            	
              Each
      Lender, the Arranger and the Security Trustee hereby appoints the Agent to
      act as its agent in connection with this Agreement and the Agent and each
      of the Lenders hereby appoints the Security Trustee to act as its trustee
      under and in relation to the Security Documents pursuant to this Agreement
      and to hold the Trust Property as trustee for the Beneficiaries on the
      trusts and other terms contained in the Security Documents and each
      Beneficiary hereby irrevocably authorises the Agent and the Security
      Trustee to exercise such rights, powers and discretions as are
      specifically delegated to the Agent or, as the case may be, the Security
      Trustee by the terms of this Agreement and the Security Documents together
      with all such rights, powers and discretions as are reasonably incidental
      thereto provided that the Agent may not begin any legal action or
      proceeding in the name of a Lender without its
  consent.

            


    

     

    Role
of the Arranger

     

    
      	
              26.2  

            	
              Except
      as specifically provided in the Finance Documents, the Arranger has no
      obligations of any kind to any other party under or in connection with any
      Finance Document.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Relationships

     

    
      	
              26.3  

            	
              The
      Agent in its capacity as such is agent for the Security Trustee and the
      Lenders and shall not in any respect be the agent of any Borrower by
      virtue of this Agreement.  Nothing in this Agreement shall
      constitute the Agent or the Arranger a trustee or fiduciary for the
      Security Trustee, any Lender, any Borrower or any other
      person.

            


    

     

    Rights
of the Agent and the Security Trustee

     

    
      	
              26.4  

            	
              Each
      of the Agent and the Security Trustee
may:

            


    

     

    
      	
              26.4.1  

            	
              assume
      that any representation made by any Obligor in connection with any of the
      Finance Documents is true, that no Event of Default has occurred and that
      no Obligor is in breach of or default under its obligations under any of
      the Finance Documents, in each such case unless it has actual knowledge or
      actual notice to the contrary;

            


    

     

    
      	
              26.4.2  

            	
              assume
      that the Facility Office of each Lender is that set out under its name at
      the end of this Agreement or, in the case of a Transferee, at the end of
      the Transfer Certificate to which it is a party as Transferee or, in the
      case of a Lender which is an assignee or other successor of another Lender
      or former Lender, the office notified to the Agent by the assignee or
      other successor on or before the date it becomes a Lender or, if the Agent
      has been notified by any Lender of any change to its Facility Office in
      accordance with the terms of this Agreement, that last notified to the
      Agent;

            


    

     

    
      	
              26.4.3  

            	
              engage
      and pay for the advice or services of any lawyers, accountants, surveyors
      or other experts whose advice or services may to it seem necessary,
      expedient or desirable and rely upon any advice so
    obtained;

            


    

     

    
      	
              26.4.4  

            	
              rely
      as to any matters of fact which might reasonably be expected to be within
      the knowledge of an Obligor upon a certificate signed by or on behalf of
      that Obligor;

            


    

     

    
      	
              26.4.5  

            	
              rely
      upon any communication, certificate, legal opinion or other document
      believed by it to be genuine;

            


    

     

    
      	
              26.4.6  

            	
              refrain
      from exercising any right, power or discretion vested in it as agent or,
      as the case may be, as trustee under any of the Finance Documents unless
      and until instructed by the Majority Lenders as to whether or not such
      right, power or discretion is to be exercised and, if it is to be
      exercised, as to the manner in which it should be exercised and shall in
      all cases be fully protected when acting, or refraining from acting, in
      accordance with instructions from the Majority
  Lenders;

            


    

     

    
      	
              26.4.7  

            	
              refrain
      from acting in accordance with any instructions of the Majority Lenders to
      protect or enforce the rights of any person under any of the Finance
      Documents until it has been indemnified (or received confirmation that it
      will be so indemnified) and/or secured to its satisfaction against any and
      all costs, losses, expenses (including legal fees) and liabilities which
      it will or may expend or incur in complying with such
      instructions;

            


    

     

    
      	
              26.4.8  

            	
              retain
      for its benefit and without liability to account any fee or other sum
      receivable by it for its own
account;

            


    

     

    
      	
              26.4.9  

            	
              accept
      deposits, lend money to, provide any advisory or other services to or
      engage in any kind of banking or other business with any Group Company
      and, in each case, may do so without liability to
  account.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Obligations
of the Agent and the Security Trustee

     

    
      	
              26.5  

            	
              Each
      of the Agent and the Security Trustee
shall:

            


    

     

    
      	
              26.5.1  

            	
              promptly
      (or otherwise in accordance with the terms hereof) advise each Lender of
      the contents of any notice or document received by it from any Obligor
      under any of the Finance Documents in its capacity as Agent or, as the
      case may be, Security Trustee, except that details of any such
      communication relating to a particular Lender shall be advised to that
      Lender only;

            


    

     

    
      	
              26.5.2  

            	
              promptly
      notify each Lender of the occurrence of any Event of Default or any
      default by any Obligor in the due performance of or compliance with its
      obligations under any of the Finance Documents of which the Agent or, as
      the case may be, the Security Trustee has actual knowledge or actual
      notice;

            


    

     

    
      	
              26.5.3  

            	
              subject
      to the foregoing provisions of this Clause 26 (The Agent, the Arranger, the
      Security Trustee and the Lenders), (in the case of the Agent) act
      as agent under this Agreement or (in the case of the Security Trustee) act
      as trustee for the Beneficiaries in accordance with any instructions given
      to it by the Majority Lenders or as this Agreement may require and shall
      be fully protected in so doing.  Unless expressly provided
      otherwise in a Finance Document, any instructions given by the Majority
      Lenders shall be binding on each of the
  Beneficiaries;

            


    

     

    
      	
              26.5.4  

            	
              if
      so instructed by the Majority Lenders, refrain from exercising any right,
      power or discretion vested in it in its capacity as Agent (under this
      Agreement) or in its capacity as Security Trustee (under the Finance
      Documents);

            


    

     

    
      	
              26.5.5  

            	
              have
      only those duties, obligations and responsibilities, which it is hereby
      acknowledged in the case of the Agent are only of a mechanical and
      administrative nature, expressly specified in each of the Finance
      Documents to which it is a party.

            


    

     

    Exoneration

     

    
      	
              26.6  

            	
              None
      of the Agent, the Arranger or the Security Trustee nor any of their
      respective personnel or agents shall
be:

            


    

     

    
      	
              26.6.1  

            	
              responsible
      for the adequacy, accuracy, completeness or reasonableness of any
      representation, warranty, statement, projection, assumption or information
      in any information memorandum or similar document prepared in connection
      with any proposed syndication of the Facilities, any Finance Document or
      any notice or other document delivered under or in connection with any
      Finance Document;

            


    

     

    
      	
              26.6.2  

            	
              responsible
      for the execution, delivery, validity, legality, adequacy, enforceability
      or admissibility in evidence of any Finance Document or any such notice or
      other document;

            


    

     

    
      	
              26.6.3  

            	
              obliged
      to enquire as to the occurrence or continuation of a Default or Event of
      Default or the performance or compliance by any Obligor with its
      obligations under any Finance
Documents;

            


    

     

    
      	
              26.6.4  

            	
              bound
      to account to any person for any sum or the profit element of any sum
      received by it for its own account;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              26.6.5  

            	
              bound
      to disclose to any other person any information relating to any Obligor or
      any Group Company, if such disclosure would or might in its opinion
      constitute a breach of any law or regulation or be otherwise actionable at
      the suit of any person.

            


    

     

    Credit
Assessment

     

    
      	
              26.7  

            	
              Each
      Lender confirms that it has itself been, and will continue to be, solely
      responsible for making its own independent investigation and appraisal of
      the business and operations, financial condition, prospects,
      creditworthiness, status and affairs of each Borrower, each other Obligor
      and each Group Company or any other person and has not relied, and will
      not at any time rely, on the Agent, the Security Trustee or any other
      Lender:

            


    

     

    
      	
              26.7.1  

            	
              to
      check or enquire on its behalf into the adequacy, accuracy, completeness
      or reasonableness of any representation, warranty, statement, projection,
      assumption or information provided by any Obligor or any other person
      under or in connection with any Finance Document or the transactions
      contemplated in any Relevant Agreement (whether or not such information
      has been or is at any time hereafter circulated to it by the Agent or the
      Security Trustee including any contained in any information memorandum or
      similar document prepared in connection with any proposed syndication of
      the Revolving Facility); or

            


    

     

    
      	
              26.7.2  

            	
              to
      assess or keep under review on its behalf the business and operations,
      financial condition, prospects, creditworthiness, status or affairs of any
      Borrower, other Obligor or Group Company or any other
    person.

            


    

     

    The
Agent and the Security Trustee as Lenders

     

    
      	
              26.8  

            	
              The
      Agent and the Security Trustee shall each have the same rights and powers
      with respect to its Commitment and Outstandings (if any) as any other
      Lender and may exercise those rights and powers as if it were not also
      acting as the Agent or, as the case may be, the Security
      Trustee.

            


    

     

    Indemnity

     

    
      	
              26.9  

            	
              Each
      Lender agrees that it shall, from time to time on demand of the Agent
      and/or Security Trustee, indemnify the Agent and/or Security Trustee (to
      the extent not reimbursed by BMUK or any other Obligor and without
      prejudice to any liability of the Borrower under this Agreement) (i) in
      the proportion borne by its Outstandings to the aggregate of the
      Outstandings of all the Lenders; or (ii) if there are no Outstandings, in
      the proportion borne by its Commitment to the Total Commitments; or (iii)
      if there are no Outstandings and the Total Commitments have been cancelled
      at such time, in the proportion borne by its Commitment to the Total
      Commitments immediately before they were cancelled (in each case
      determined, and as at such time as may be specified, by the Agent),
      against all costs, claims, expenses (including legal fees) and liabilities
      which it may sustain or incur in connection with this Agreement or the
      performance of its obligations and responsibilities under this Agreement
      save to the extent that they are sustained or incurred by reason of the
      gross negligence or wilful misconduct of the Agent or the Security Trustee
      or any of its personnel or agents and BMUK shall (or shall procure that an
      Obligor shall) forthwith reimburse each Lender for any payment made by it
      pursuant to this Clause 26.9 (Indemnity).

            


    

     

    Resignation

     

    
      	
              26.10  

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Resignation

     

    
      	
              26.10.1  

            	
              Each
      of the Agent and the Security Trustee may following consultation with BMUK
      and the Lenders resign its appointment under any of the Finance Documents
      at any time by giving not less than thirty days’ notice in writing to that
      effect to each of the other parties to this Agreement provided that such
      resignation shall not become effective until a successor to the Agent or,
      as the case may be, the Security Trustee has been appointed and accepted
      its appointment in accordance with the following provisions of this Clause
      26.10 (Resignation) and, in
      the case of the Security Trustee, all necessary documents have been
      entered into to ensure that the benefit of the Security Documents is held
      by such successor.

            


    

     

    Appointment
of Successor

     

    
      	
              26.10.2  

            	
              If
      the Agent or, as the case may be, the Security Trustee gives notice of its
      resignation the Majority Lenders may appoint a successor. If the Majority
      Lenders have not within sixty days after such notice of resignation
      appointed a successor to the Agent or, as the case may be, the Security
      Trustee (which shall, in either such case, be a reputable and experienced
      bank with an office in London) which shall have accepted such appointment,
      the retiring Agent or, as the case may be, Security Trustee shall have the
      right to appoint such a successor
itself.

            


    

     

    Discharge

     

    
      	
              26.10.3  

            	
              If
      a successor to the Agent or, as the case may be, Security Trustee is
      appointed under the provisions of this Clause 26.10 (Resignation) then the
      retiring Agent or, as the case may be, retiring Security Trustee shall be
      discharged from any further obligations under the Finance Documents but
      shall remain entitled to the benefit of the provisions of this Clause 26
      (Resignation) and
      its successor and each of the other parties to this Agreement shall have
      the same rights and obligations amongst themselves as they would have had
      if such successor had been a party to this
  Agreement.

            


    

     

    Disclosure

     

    
      	
              26.10.4  

            	
              The
      retiring Agent or, as the case may be, Security Trustee, shall make
      available to its successor such documents and records and provide such
      assistance as the successor may reasonably request for the purpose of
      performing its functions under the Finance
      Documents.  Notwithstanding any provision in any Finance
      Document to the contrary, neither the Agent nor the Security Trustee shall
      be obliged to disclose to any person any confidential or other information
      if the disclosure would or might in its reasonable opinion constitute a
      breach of any law or fiduciary
duty.

            


    

     

     

    
      	
              27.  

            	
              TRUSTEE
      PROVISIONS

            


    

     

    Declaration
of Trust

     

    
      	
              27.1  

            	
              The
      Security Trustee shall hold the Trust Property in trust for the benefit of
      the Beneficiaries on the terms and subject to the conditions set out in
      this Agreement and the terms of the other Finance
      Documents.  Each Beneficiary hereby confirms its approval of the
      Finance Documents and any security created or to be created pursuant
      thereto and hereby authorises, empowers and directs the Security Trustee
      (by itself or such person(s) as it may nominate) to execute and enforce
      the same as trustee (and whether or not expressly in the Beneficiaries’
      names) on its behalf.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Perpetuity
Period

     

    
      	
              27.2  

            	
              The
      perpetuity period under the rule against perpetuities (if applicable)
      shall be the period of eighty years from the date of this
      Agreement.

            


    

     

    Sums
Received by the Security Trustee

     

    
      	
              27.3  

            	
              Pending
      distribution under Clause 27.4 (Application of Sums
      Received), the Security Trustee shall, if reasonably practicable,
      place any sum received, recovered or held by it in respect of the Trust
      Property in an interest bearing suspense account with a bank or financial
      institution in the name of or under the control of the Security
      Trustee.  The interest paid on such account shall be credited to
      the relevant account.

            


    

     

    Application
of Sums Received

     

    
      	
              27.4  

            	
              Subject
      to the other provisions of this Clause 27 (Trustee Provisions),
      the Security Trustee shall apply all amounts standing to the credit of any
      account referred to in Clause 27.3 (Sums Received by the Security
      Trustee) and any other amounts realised pursuant to the exercise of
      any rights or powers it might have pursuant to any of the Security
      Documents:

            


    

     

    
      	
              27.4.1  

            	
              first,
      in the payment of any costs, charges and expenses of or incidental to the
      appointment of any Receiver pursuant to the Security Documents, the
      payment of his remuneration and the payment and discharge of any other
      Expenses incurred by or on behalf of the
  Receiver;

            


    

     

    
      	
              27.4.2  

            	
              secondly,
      in or towards payment of any debts or claims which are by statute payable
      in preference to the Secured Obligations but only to the extent to which
      such debts or claims have such
preference;

            


    

     

    
      	
              27.4.3  

            	
              thirdly,
      in or towards payment and discharge pro rata of any Secured Obligations
      then due, owing or incurred to the Security Trustee, in its capacity as
      Security Trustee (and not in any other capacity) for its own account;
      and

            


    

     

    
      	
              27.4.4  

            	
              fourthly,
      in payment to the Agent to be applied by the Agent in or towards payment
      and discharge of the balance of the Secured Obligations (if any) in
      accordance with the provisions of Clause 20.10 (Order of Distribution)
      provided that, when distributing sums in accordance with this Clause 27.4
      (Application of Sums
      Received), the Security Trustee will treat any contingent liability
      as an actual liability and distribute to the party entitled thereto
      accordingly.  Any such party receiving sums in respect of a
      contingent liability shall place such sums on deposit with such bank (not
      being a bank entitled to exercise any right of set-off or combination or
      consolidation of accounts or having the benefit of any encumbrance over
      such deposit) and on such terms as the Security Trustee may approve and,
      if such contingent liability shall fail to mature, shall return such sums
      (together with any interest earned thereon) to the Security Trustee for
      distribution in accordance with the terms of this Clause 27.4 (Application of Sums
      Received).

            


    

     

    Security
Trustee’s Sole Right to Appropriate

     

    
      	
              27.5  

            	
              No
      Obligor shall have the right to appropriate any payment to, or other sum
      received, recovered or held by, the Security Trustee in or towards payment
      of any particular part of the Secured Obligations and the Security Trustee
      shall have the exclusive right to appropriate any such payment or other
      sum as provided in this Clause 27 (Trustee
      Provisions).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Timing
of Distribution

     

    
      	
              27.6  

            	
              Distributions
      by the Security Trustee shall be made at such times as the Security
      Trustee in its absolute discretion determines to be as soon as is
      reasonably practicable, having regard to all relevant circumstances, and
      the Security Trustee shall have no liability whatsoever for any loss or
      damage which any Beneficiary might sustain as a consequence of the timing
      of any such distribution.

            


    

     

    Date
for Calculation of Secured Obligations

     

    
      	
              27.7  

            	
              For
      the purpose of any distribution by the Security Trustee, the Security
      Trustee may, by notice to the Beneficiaries, fix a date (being not earlier
      than the date of such notice) as at which the amount of the Secured
      Obligations are to be calculated.

            


    

     

    Certificate
from Beneficiary

     

    
      	
              27.8  

            	
              For
      the purposes of determining the amount of any payment to be made to any
      Beneficiary pursuant hereto the Security Trustee shall be entitled to call
      for and rely upon (and it is the intention of the parties that the
      Security Trustee shall rely upon) a certificate from the relevant
      Beneficiary of the amount and nature of any amount due, owing or incurred
      to the relevant Beneficiary at the date fixed by the Security Trustee for
      such purpose and as to such other matters as the Security Trustee may deem
      necessary or desirable to enable it to make a
  distribution.

            


    

     

    Mistaken
Payments

     

    
      	
              27.9  

            	
              If
      the Security Trustee makes any distribution contrary to any of the
      provisions of this clause 27 or any distribution made by it otherwise
      transpires to have been invalid or the Security Trustee and the person
      receiving such distribution agree that it should be refunded, the
      recipient shall, to the extent that no charge is thereby created, hold the
      proceeds of that distribution on trust to repay to the Security Trustee
      forthwith on demand.  If the trust imposed by this Clause 28.9
      (Mistaken
      Payments) cannot be given effect to for whatever reason, including
      the possible creation thereby of a charge, the relevant recipient shall,
      if and when so requested by the Security Trustee, pay an amount equal to
      the proceeds of that distribution required to be held on trust to the
      Security Trustee.

            


    

     

    Supplement
to Trustee Acts 1925 & 2000

     

    
      	
              27.10  

            	
              By
      way of supplement to the Trustee Acts 1925 & 2000 it is expressly
      declared as follows:

            


    

     

    Experts

     

    
      	
              27.10.1  

            	
              the
      Security Trustee may, in relation to the Security Documents, act or rely
      upon the opinion or advice of, or any information obtained from, any
      lawyer, valuer, surveyor, broker, auctioneer, accountant or other expert
      commissioned by the Security Trustee and shall not be responsible to
      anyone for any loss or damage occasioned by so acting or
      relying.  Any such opinion, advice or information may be sent or
      obtained by letter, fax, e-mail or otherwise and the Security Trustee will
      not be liable to anyone for acting in good faith on any opinion, advice or
      information purporting to be conveyed by such means even if it contains
      some error or is not authentic or validly
  signed;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Certificate
of BMUK

     

    
      	
              27.10.2  

            	
              the
      Security Trustee may call for and may accept as sufficient evidence a
      certificate of BMUK signed by any director of BMUK to the effect that any
      particular dealing, transaction, step or thing is, in the opinion of such
      director, suitable or expedient or as to any other fact or matter upon
      which the Security Trustee may, in the exercise of any of its rights,
      powers or duties hereunder, require to be satisfied and the Security
      Trustee need not call for further evidence and will not be responsible to
      anyone for any loss or damage occasioned by acting on any such
      certificate;

            


    

     

    Interpretation
of Security Documents

     

    
      	
              27.10.3  

            	
              the
      Security Trustee (as between itself and each of the Beneficiaries) shall
      have full power to determine in good faith all questions and doubts
      arising in relation to any of the provisions of the Security Documents and
      every such determination, whether made upon such a question actually
      raised or implied in the acts or proceedings of the Security Trustee,
      shall be conclusive and shall (save for manifest error) bind the Security
      Trustee and each Beneficiary;

            


    

     

    Title

     

    
      	
              27.10.4  

            	
              the
      Security Trustee shall accept without enquiry, requisition, objection or
      investigation such title as any Borrower (or, as the case may be, any
      Obligor) has to the Trust Property to the intent that the Security Trustee
      shall not in any way be responsible for its inability to exercise any of
      its rights or powers or duties hereunder or for any loss or damage thereby
      occasioned;

            


    

     

    Perfection
of security

     

    
      	
              27.10.5  

            	
              the
      Security Trustee shall not be liable for any failure, omission or defect
      in perfecting any security created or purported to be created by or
      pursuant to any of the Security Documents including (without prejudice to
      the generality of the foregoing):

            


    

     

    
      	
              (a)  

            	
              failure
      to obtain any licence, consent or other authority for the execution,
      delivery, validity, legality, adequacy, performance, enforceability or
      admissibility in evidence of any of the Security Documents or any other
      document;

            


    

     

    
      	
              (b)  

            	
              failure
      to effect or procure registration of or otherwise protect any security
      created or purported to be created by or pursuant to any of the Security
      Documents or any other document by registering under any applicable
      registration laws in any territory, any notice, caution or other entry
      prescribed by or pursuant to the provisions of the said
    laws;

            


    

     

    
      	
              (c)  

            	
              failure
      to take or require any of the Obligors to take any steps to render the
      security created or purported to be created by or pursuant to any of the
      Security Documents effective as regards any property outside England and
      Wales or to secure the creation of any ancillary charge under the laws of
      any territory concerned; or

            


    

     

    
      	
              (d)  

            	
              failure
      to call for delivery of documents of title to or require transfers, legal
      mortgages, charges or other further assurances in relation to any of the
      Trust Property;

            


    

     

    Acts
and omissions

     

    
      	
              27.10.6  

            	
              the
      Security Trustee shall not in fulfilling its duties and discharging its
      responsibilities as Security Trustee be liable or responsible for any loss
      or damage which may result from anything done or omitted to be done by it
      in accordance with the provisions of the Security
    Documents;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Compliance
with laws

     

    
      	
              27.10.7  

            	
              the
      Security Trustee may refrain from doing anything which would or might in
      its opinion be contrary to any law of any jurisdiction or any regulation
      or which would or might otherwise render it liable to any person and may
      do anything which is, in its absolute discretion, necessary to comply with
      any such law or regulation;

            


    

     

    Deposit
of Security Documents

     

    
      	
              27.10.8  

            	
              the
      Security Trustee shall be at liberty to place all title deeds and other
      documents certifying, representing or constituting the title to any of the
      Trust Property for the time being in its hands in any safe deposit, safe
      or receptacle selected by the Security Trustee or with any bankers or
      banking company (including the Security Trustee or the Agent or any of the
      other Beneficiaries) or company whose business includes undertaking the
      safe custody of documents or solicitors or firm of solicitors, may pay all
      reasonable sums required to be paid on account of or in respect of such
      deposit and may make any such arrangements as it thinks fit for allowing
      any of the Obligors or their respective lawyers or auditors access to or
      possession of such title deeds and other documents when necessary or
      convenient and the Security Trustee shall not be responsible for any loss
      incurred in connection with any such deposit, access or
      possession;

            


    

     

    Use
of Nominees

     

    
      	
              27.10.9  

            	
              any
      investment of any part or all of the Trust Property may, at the discretion
      of the Security Trustee, be made or retained in the names of
      nominees;

            


    

     

    Delegation

     

    
      	
              27.10.10  

            	
              the
      Security Trustee may, whenever it thinks fit, delegate by power of
      attorney or otherwise to any person or persons, or fluctuating body of
      persons, all or any of the rights, powers, authorities and discretions
      vested in it by any of the Finance Documents and such delegation may be
      made upon such terms and subject to such conditions (including the power
      to sub-delegate) and subject to such regulations as it may think fit and
      it shall not be bound to supervise, or to be in any way responsible for
      any loss, liability, costs, charges or expenses incurred by reason of any
      misconduct or default on the part of, any such delegate or sub-delegate
      (other than as a result of its gross negligence or wilful misconduct);
      and

            


    

     

    Insurance

     

    
      	
              27.10.11  

            	
              without
      prejudice to any other provision of any of the Finance Documents, the
      Security Trustee shall not be under any obligation to insure any of the
      Trust Property or to require any other person to maintain any such
      insurance and shall not be responsible for any loss or damage which may be
      suffered by any person as a result of the lack of or inadequacy or
      insufficiency of any such
insurance.

            


    

     

    Registration
as Joint Proprietor

     

    
      	
              27.11  

            	
              Each
      of the Beneficiaries hereby confirms and agrees that it does not wish to
      be registered as the joint proprietor of any mortgage or charge created
      pursuant to any Finance Document and accordingly authorises the Security
      Trustee to hold such mortgage or charge in its sole name as agent and
      trustee for the Beneficiaries and hereby requests the Land Registry to
      register the Security Trustee as the sole proprietor of any such mortgage
      or charge.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Relationship
with the Beneficiaries

     

    
      	
              27.12  

            	
              The
      Security Trustee shall, for the purposes of the Finance Documents, be
      entitled to deal with each of the Beneficiaries by dealing exclusively
      with the Agent.

            


    

     

    Indemnity
Provisions

     

    
      	
              27.13  

            	
              The
      Security Trustee and every attorney, agent or other person appointed by it
      under any of the Finance Documents may indemnify itself or himself out of
      the Trust Property against all claims, demands, liabilities, proceedings,
      costs, fees, charges, losses and expenses incurred by any of them in
      relation to or arising out of the taking or holding of the Trust Property,
      the exercise or purported exercise of the rights, trusts, powers and
      discretions vested in any of them or any other matter or thing done or
      omitted to be done in connection with any of the Finance Documents or
      pursuant to any law or regulation (otherwise than as a result of its gross
      negligence or wilful misconduct).  Any appointee referred to
      above may enjoy the benefit and enforce the terms of this Clause 27.13
      (Indemnity
      Provisions) in accordance with the provisions of the Contracts
      (Rights of Third Parties) Act 1999.

            


    

     

    Appointment
of Additional Security Trustees

     

    
      	
              27.14  

            	
              The
      Security Trustee may at any time appoint any person (whether or not a
      trust corporation) to act either as a separate trustee or as a co-trustee
      jointly with it (i) if it considers such appointment to be in the
      interests of the Beneficiaries or (ii) for the purposes of conforming to
      any legal requirements, restrictions or conditions which the Security
      Trustee deems relevant for the purposes hereof and the Security Trustee
      shall give prior notice to the Obligors of any such
      appointment.  Any person so appointed shall (subject to the
      provisions of the Finance Documents) have such powers, authorities and
      discretions and such duties and obligations as shall be conferred or
      imposed on such person by the instrument of appointment and shall have the
      same rights, powers, discretions and benefits under the Finance Documents
      as the Security Trustee.  Save where the contrary is indicated
      or unless the context otherwise requires any reference in the Finance
      Documents to the Security Trustee shall be construed as a reference to the
      Security Trustee and each such separate trustee and
      co-trustee.  The Security Trustee shall have power in like
      manner to remove any person so appointed.  Such remuneration as
      the Security Trustee may pay to any person so appointed, and any costs,
      charges and expenses incurred by such person in performing its functions
      pursuant to such appointment, shall for the purposes hereof be treated as
      costs, charges and expenses incurred by the Security Trustee in performing
      its function as trustee hereunder.

            


    

     

     

    
      	
              28.  

            	
              ASSIGNMENTS
      AND TRANSFERS

            


    

     

    Benefit
of Agreement

     

    
      	
              28.1  

            	
              This
      Agreement shall be binding upon and enure to the benefit of each of the
      parties to it, any Transferee which becomes a party to it pursuant to a
      Transfer Certificate and each of their respective successors and
      assigns.

            


    

     

    Assignments
and Transfers by an Obligor

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              28.2  

            	
              No
      Obligor shall be entitled to assign or transfer all or any of its rights
      or obligations under this
Agreement.

            


    

     

    Assignments
and Transfers by Lenders

     

    
      	
              28.3  

            	 


    

     

    
      	
              28.3.1  

            	
              Any
      Lender may at any time with the prior written consent of the Agent and
      after consultation with BMUK but without the prior written consent of BMUK
      or any other party to this Agreement assign all or any of its rights under
      this Agreement to any bank or financial institution which is a Qualifying
      Lender or transfer in accordance with Clause 28.4 (Transfer Certificate)
      all or any of its rights and obligations under this Agreement to any such
      Qualifying Lender.

            


    

     

    
      	
              28.3.2  

            	
              If
      any Lender assigns all or any of its rights under this Agreement in
      accordance with Clause 28.3.1 then, unless and until the assignee has
      agreed with the Agent, the Security Trustee and the other Lenders that it
      shall be under the same obligations towards each of them as it would have
      been under if it had been a party to this Agreement, the Agent, the
      Security Trustee and the other Lenders shall not be obliged to recognise
      such assignee as having the rights against each of them which it would
      have had if it had been a party to this
  Agreement.

            


    

     

    Transfer
Certificate

     

    
      	
              28.4  

            	
              If
      any Lender wishes to transfer all or any of its rights and obligations
      under this Agreement in respect of the whole or any part of any Commitment
      in respect of the Revolving Facility and/or its Outstandings as
      contemplated in Clause 28.3.1, then such transfer may be effected by the
      delivery to the Agent of a duly completed and duly executed Transfer
      Certificate but only if it relates to its Commitment and/or its
      Outstandings in respect of all the Facilities in which it is participating
      at that time.  Subject to Clause 28.5 (Acceptance and Delivery of
      Transfer Certificates), the Agent shall, on receipt of such
      certificate, countersign it and subject to the terms of that Transfer
      Certificate and on the date specified in that Transfer
      Certificate:

            


    

     

    
      	
              28.4.1  

            	
              each
      Obligor and the relevant Lender shall, to the extent provided in such
      Transfer Certificate, each be released from further obligations to each
      other under this Agreement and their respective rights against each other
      shall be cancelled (such rights and obligations being referred to in this
      Clause 28 (Assignments
      and Transfers) as “discharged rights and
    obligations”);

            


    

     

    
      	
              28.4.2  

            	
              each
      Obligor and the Transferee party to the relevant Transfer Certificate
      shall each assume obligations towards, and acquire rights from, each other
      which differ from the discharged rights and obligations only insofar as
      such Obligor and the Transferee have assumed and acquired the same in
      place of such Obligor and that
Lender;

            


    

     

    
      	
              28.4.3  

            	
              the
      Transferee and the other parties to this Agreement (other than the
      Obligor) shall acquire the same rights and assume the same obligations
      between themselves as they would have acquired and assumed had such
      Transferee been an original party to this Agreement as a Lender with the
      rights and obligations acquired or assumed by it as a result of such
      transfer (and, to that extent, the transferor Lender and such other
      parties shall each be released from further obligations to each
      other).

            


    

     

    Acceptance
and Delivery of Transfer Certificates

     

    
      	
              28.5  

            	
              The
      Agent shall not be obliged to accept any Transfer Certificate received by
      it under this Agreement on any day on or after the receipt by it of a
      Utilisation Notice and prior to the making of the relative Loan or issue
      of the relevant Letter of Credit or Guarantee. Further, the Agent shall
      not be obliged to accept a Transfer Certificate unless the Lender
      delivering that Transfer Certificate has also delivered to the Agent and
      the Receivables Purchaser a duly signed and dated substitution certificate
      (as provided for in the funding agreement to be entered into between the
      Lenders and the Receivables Purchaser) in connection with the Invoice
      Discounting Agreements in form and substance satisfactory to the Agent and
      the Receivables Purchaser pursuant to which it agrees, amongst other
      things, to participate through its Facility Office in all Prepayments and
      other payments to be made by the Receivables  Purchaser under
      the applicable Invoice Discounting Agreement in the proportion which its
      Commitment bears to the Total Commitments immediately prior to the making
      of such Prepayments or other payment. Subject thereto the Agent shall
      promptly deliver a copy of any Transfer Certificate received by it to
      BMUK.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Reliance
on Transfer Certificates

     

    
      	
              28.6  

            	
              The
      Agent shall be fully entitled to rely on any Transfer Certificate
      delivered to it in accordance with the provisions of this Clause 28 (Assignments and
      Transfers) which is complete and regular on its face as regards its
      contents and purportedly signed on behalf of the Lender and the Transferee
      and shall have no liability or responsibility to any party as a
      consequence of placing reliance on and acting in accordance with any such
      Transfer Certificate.

            


    

     

    Register
of Assignments, Transfers and Fees

     

    
      	
              28.7  

            	 


    

     

    Register

     

    
      	
              28.7.1  

            	
              The
      Agent shall (on behalf of the Lenders) maintain at its address for the
      service of notices as specified in Clause 32 (Notices) a register in
      which the Agent shall, as soon as practicable following the date of this
      Agreement and thereafter on each business day following receipt by it of
      any Transfer Certificate duly completed in accordance with the provisions
      of this Clause 28 (Assignments and
      Transfers) or any certificate signed on behalf of each Lender
      assigning any of its rights hereunder and the person to whom such rights
      are to be assigned (provided the provisions of Clause 28.3 (Assignments and Transfers by
      Lenders) have been complied with) and in each such case
      incorporating the administrative details of the Transferee or assignee,
      record (where appropriate in place of the corresponding details relating
      to the transferor or assigning Lender) the names, interests and
      administrative details from time to time of the Lenders having rights
      and/or obligations under this Agreement.  The Agent shall make
      the register available for inspection by any party to this Agreement
      during normal banking hours upon receipt by the Agent of reasonable prior
      notice to that effect.

            


    

     

    Fees

     

    
      	
              28.7.2  

            	
              On
      the date upon which the transfer or assignment takes effect in accordance
      with the terms of this Agreement and, as the case may be, any Transfer
      Certificate or assignment documents, the Transferee named in the Transfer
      Certificate or the relevant assignee shall pay to the Agent for its own
      account a transfer fee of £2000.

            


    

     

    Change
of Facility Office

     

    
      	
              28.8  

            	
              Any
      Lender may at any time change its Facility Office in relation to its
      Commitment and/or Outstandings by notifying the Agent of the address and
      fax details of such new office.

            


    

     

    Disclosure
of Information

     

    
      	
              28.9  

            	
              The
      Agent, the Security Trustee or any Lender may (on a confidential basis)
      disclose to any actual or potential assignee, Transferee, sub-participant
      or other person who may otherwise enter into or be proposing to enter into
      contractual relations with the Agent, the Security Trustee or such Lender
      (as the case may be) in relation to this Agreement such information about
      any Borrower, any other Obligor or any other person as it thinks
      fit.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Increased
Payments following Assignment or Transfer

     

    
      	
              28.10  

            	
              If
      at the time of, or immediately after, any assignment or transfer by a
      Lender or any change in its Facility Office, circumstances are such that
      any Obligor would be obliged to pay to an assignee, Transferee (or, in the
      case of a change of Facility Office, the relevant Lender) under Clause 10
      (Taxes) or 11
      (Increased Costs)
      any sum in excess of the sum (if any) which it would have been obliged to
      pay to that Lender under the relevant clause in the absence of that
      assignment, transfer or change, that Obligor shall not be obliged to pay
      that excess.

            


    

     

     

    
      	
              29.  

            	
              TERM
      AND TERMINATION

            


    

     

    Expiry
of Agreement

     

    
      	
              29.1  

            	
              This
      Agreement shall expire on the Termination Date unless earlier terminated
      in accordance with the terms of this
Agreement.

            


    

     

    Rights
to Terminate

     

    
      	
              29.2  

            	
              BMUK
      may terminate this Agreement at any time prior to the Termination Date
      if:

            


    

     

    
      	
              29.2.1  

            	
              it
      gives the Agent sixty (60) days prior written notice of
      termination;

            


    

     

    
      	
              29.2.2  

            	
              it
      has paid and performed in full all its obligations hereunder on or prior
      to the effective date of termination;
and

            


    

     

    
      	
              29.2.3  

            	
              it
      pays the Agent, on or prior to the effective date of termination, and in
      addition to any other prepayment premium required hereunder and any
      amounts required by Clauses 19.1 (General Indemnities)
      and 19.2 (Break
      Costs):

            


    

     

    
      	
              (a)  

            	
              0.75%
      of the aggregate on such date of the Maximum Revolving Credit Line, if
      such termination is made on or prior to the first Anniversary
      Date;

            


    

     

    
      	
              (b)  

            	
              0.5%
      of the aggregate on such date of the Maximum Revolving Credit Line, if
      such termination is after the first Anniversary Date but on or prior to
      the second Anniversary Date; and

            


    

     

    
      	
              (c)  

            	
              0.25%
      of the aggregate on such date of the Maximum Revolving Credit Line, if
      such termination is at any time after the second Anniversary Date but on
      or prior to the date falling two months before the third Anniversary
      Date.

            


    

     

    PROVIDED
THAT no fee shall be payable under this Clause 29.2.3 if this Agreement is
terminated by the Revolving Facility being refinanced through a securitisation
arranged by Bank of America, National Association.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Effect
of Termination

     

    
      	
              29.3  

            	
              Upon
      the effective date of termination of this Agreement for any reason
      whatsoever, the Loans, all unpaid accrued interest or fees and any other
      sum then payable under this Agreement shall become immediately due and
      payable, the Commitment and the Available Commitment of each Lender shall
      be reduced to nil and each relevant Borrower shall immediately arrange for
      the cancellation of each Guarantee or Letter of Credit then outstanding
      and shall deposit with the Security Trustee with respect thereto a
      Supporting Letter of Credit or cash in the same manner as contemplated in
      Clause 6.14 (Supporting
      Letter of Credit; Cash Collateral). Notwithstanding the termination
      of this Agreement, until all such sums are paid and performed in full, the
      Agent and the Lenders shall retain all their rights and remedies hereunder
      and under all other Finance
Documents.

            


    

     

     

    
      	
              30.  

            	
              AMENDMENTS,
      WAIVERS AND REMEDIES

            


    

     

    Amendments

     

    
      	
              30.1  

            	
              Subject
      to the proviso to this Clause 30.1 (Amendments), the Agent
      may if authorised by the Majority Lenders in writing (or to the extent
      expressly authorised by the other provisions of this Agreement or any
      other document entered into pursuant to this Agreement) on behalf of the
      Lenders amend or vary the terms of or waive breaches of or defaults under,
      or otherwise excuse performance of any provision of, or grant consents
      under, this Agreement or any such other document.  Any
      amendment, variation, waiver, release or consent authorised under this
      Clause 30.1 (Amendments) and which
      is effected by the Agent must be in writing and may be given subject to
      such conditions as the person giving it may specify and shall be binding
      on all the parties to this Agreement and the Agent shall be under no
      liability in respect thereof provided that the consent of all the Lenders
      in writing shall be required in respect
of:

            


    

     

    
      	
              30.1.1  

            	
              any
      increase in the Total Commitments or change in the Termination
      Date;

            


    

     

    
      	
              30.1.2  

            	
              any
      extension of the date for, or alteration in the amount or currency of, any
      payment of principal, interest, fee or other amounts payable under this
      Agreement;

            


    

     

    
      	
              30.1.3  

            	
              any
      change in the rate at which interest is payable under this
      Agreement;

            


    

     

    
      	
              30.1.4  

            	
              the
      definition of “Majority
      Lenders”;

            


    

     

    
      	
              30.1.5  

            	
              any
      release or deferment of the granting or perfecting of an encumbrance or
      any of the Collateral except in connection with any permitted disposal of
      Equipment or any disposal permitted under Clause 16.3.2 (Disposals)) or any
      Security Interest or any guarantee or similar undertaking provided by any
      person;

            


    

     

    
      	
              30.1.6  

            	
              this
      Clause 30.1 (Amendments),

            


    

     

    and, in
respect of a Bank Product, the consent of BofA and the other party to that Bank
Product alone shall be required in respect of any amendment, variation, waiver,
release or consent in respect of that Bank Product.

     

    Waivers

     

    
      	
              30.2  

            	
              No
      failure to exercise, nor any delay in exercising, on the part of the
      Agent, the Security Trustee or any Lender, any right or remedy under this
      Agreement shall operate as a waiver thereof, nor shall any single or
      partial exercise of any right or remedy prevent any further or other
      exercise of such right or remedy or the exercise of any other right or
      remedy.  The rights and remedies provided in this Agreement are
      cumulative and not exclusive of any rights or remedies provided by
      law.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              31.  

            	
              PARTIAL
      INVALIDITY

            


    

     

    If, at
any time, any provision of the Finance Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction:

     

    
      	
              (a)  

            	
              it
      shall be ineffective only to that extent, without invalidating the
      remainder of such Finance Document(s);
and

            


    

     

    
      	
              (b)  

            	
              neither
      the legality, validity or enforceability of such provision under the law
      of any other jurisdiction will in any way be affected or impaired
      thereby.

            


    

     

     

    
      	
              32.  

            	
              NOTICES

            


    

     

    General

     

    
      	
              32.1  

            	
              Any
      demand, notice or other communication or document to be made or delivered
      under or in connection with the Finance Documents shall be made or
      delivered by fax or otherwise in writing and shall be treated as having
      been served if served in accordance with Clause 32.2 (Mode of
      Service).  Each demand, notice, communication or other
      document to be made on or delivered to any party to the Finance Documents
      may (unless that other person has by 10 business days’ written notice to
      the other specified another address or fax number) be made or delivered to
      that other person at its registered office or the address or fax number
      (if any) set out under its name at the end of this Agreement or, in the
      case of a Transferee, at the end of the Transfer Certificate to which it
      is a party as Transferee or, in the case of a Lender which is an assignee
      or other successor of another Lender or former Lender, as notified to the
      Agent by the assignee or other successor on or before the date it became a
      Lender.

            


    

     

    Mode
of Service

     

    
      	
              32.2  

            	
              Any
      demand, notice, communication or other document to be made or delivered
      from or to an Obligor shall be delivered to, by or through the
      Agent.  Subject thereto, service of any demand, notice or other
      communication or document to be made or delivered under the Finance
      Documents may be made:

            


    

     

    
      	
              32.2.1  

            	
              by
      leaving it at the address for service referred to in Clause 32.1 (General);

            


    

     

    
      	
              32.2.2  

            	
              by
      sending it by pre-paid first class letter (or by airmail if to or from an
      address outside the United Kingdom) through the post to the address for
      service referred to in Clause 32.1 (General);
      or

            


    

     

    
      	
              32.2.3  

            	
              by
      fax to the fax number of the recipient and so that any fax shall be deemed
      to be in writing and, if it bears the signature of the server or its
      authorised representative or agent, to have been signed by or on behalf of
      the server.

            


    

     

    Deemed
Service

     

    
      	
              32.3  

            	 


    

     

    
      	
              32.3.1  

            	
              Any
      notice or other communication or document from an Obligor (or Idea on its
      behalf) shall be irrevocable and shall not be effective until its actual
      receipt by the Agent.  Any other notice, demand or other
      communication or document shall be served or treated as served at the
      following times:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (a)  

            	
              in
      the case of service personally or in accordance with Clause 32.2.1, at the
      time of such service;

            


    

     

    
      	
              (b)  

            	
              in the case of service by post,
      at 9.00 a.m. on the working day next following the day on which it was
      posted or, in the case of service to or from an address outside the United
      Kingdom, at 9.00 a.m. on the fourth day following the day on which it was
      posted; and

            


    

     

    
      	
              (c)  

            	
              in the case of service by fax,
      if sent before 9.00 am on a working day, at 11.00 a.m. on the same day, if
      sent between 9.00 a.m. and 5.30 p.m. on a working day, two hours after the
      time of such sending or, if sent after 5.30 p.m. on a working day or on a
      day other than a working day, at 9.00 a.m. on the next following working
      day.

            


    

     

    
      	
              32.3.2  

            	
              For
      the purposes of this Clause 32 (Notices) the term “working day” shall mean
      a day (other than a Saturday or Sunday) upon which the recipient of any
      demand, notice, communication or other document is normally open for
      business in the country of its address for service referred to in Clause
      32.1 (General)
      and references to any time of day shall be construed as references to the
      time of day on such working day in that
country.

            


    

     

    Proof
of Service

     

    
      	
              32.4  

            	
              In
      proving service of any demand, notice, communication or other document
      served:

            


    

     

    
      	
              32.4.1  

            	
              by
      post, it shall be sufficient to prove that such demand, notice,
      communication or other document was correctly addressed, full postage paid
      and posted;  and

            


    

     

    
      	
              32.4.2  

            	
              by
      fax, it shall be sufficient to prove that the fax was followed by such
      machine record as indicates that the entire fax was sent to the relevant
      number.

            


    

     

     

    
      	
              33.  

            	
              COUNTERPARTS

            


    

     

    Each
Finance Document may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of
the Finance Document.

     

     

    
      	
              34.  

            	
              DUTCH
      PARALLEL DEBT

            


    

     

    Without
prejudice to the provisions of this Agreement and for the purpose of ensuring
and preserving the validity and continuity of the security rights granted and to
be granted by any of the Obligors under or pursuant to the Security Documents,
each of the Beneficiaries hereby acknowledges and consents to BMEBV and to any
other Obligor incorporated or established under the laws of the Netherlands
(each, a “Dutch Obligor”) that are at any time party to any Security Document,
undertaking to pay to Bank of America, National Association, acting in its
capacity as Security Trustee, amounts (i) equal to the amounts due from time to
time by the Obligors to the Beneficiaries in respect of the Secured Obligations
and (ii) due and payable at the same time as the corresponding amounts in
respect of the Secured Obligations are or shall be due and payable (such payment
undertaking and the obligations and liabilities resulting therefrom being, the
“Parallel
Debt”).  The Beneficiaries hereby agree that the Parallel Debt
is a claim of Bank of America, National Association (in its capacity as Security
Trustee) which is independent and separate from, and without prejudice to, the
claims of Beneficiaries in respect of the Secured Obligations, and is not a
claim which is held jointly with the Beneficiaries provided that, to the extent
any amounts are paid to Bank of America, National Association under the Parallel
Debt or that Bank of America, National Association otherwise receives moneys in
payment of the Parallel Debt, the total amount due and payable in respect of the
Secured Obligations shall be decreased as if the said amounts were received
directly in payment of the outstanding Secured Obligations.  Bank of
America, National Association, acting in its capacity as Security Trustee,
hereby agrees to transfer to the Agent for the benefit of the Beneficiaries all
proceeds that it receives or recovers from any Dutch Obligor in connection with
any enforcement action taken under or pursuant to any Security
Document.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              35.  

            	
              LAW
      AND JURISDICTION

            


    

     

    Law

     

    
      	
              35.1  

            	
              This
      Agreement shall be governed by, and construed in accordance with, English
      law.

            


    

     

    Jurisdiction

     

    
      	
              35.2  

            	 


    

     

    Submission

     

    
      	
              35.2.1  

            	
              Each
      Obligor irrevocably agrees for the benefit of the other parties hereto
      that the courts of England shall have jurisdiction to hear and determine
      any suit, action or proceeding, and to settle any disputes, which may
      arise out of or in connection with this Agreement and, for such purposes,
      irrevocably submits to the jurisdiction of such
  courts.

            


    

     

    Forum

     

    
      	
              35.2.2  

            	
              Each
      Obligor irrevocably waives any objection which it might now or hereafter
      have to the courts referred to in Clause 35.2.1 (Submission) being
      nominated as the forum to hear and determine any suit, action or
      proceeding, and to settle any disputes, which may arise out of or in
      connection with this Agreement and agrees not to claim that any such court
      is not a convenient or appropriate
forum.

            


    

     

    Service
of process

     

    
      	
              35.2.3  

            	
              BMEH,
      BMEP and BMEBV each agree that the process by which any suit, action or
      proceeding is begun may be served on it by being delivered in connection
      with any suit, action or proceeding in England, to BMUK at its registered
      office for the time being.

            


    

     

    Other
competent jurisdictions

     

    
      	
              35.2.4  

            	
              The
      submission to the jurisdiction of the courts referred to in Clause 35.2.1
      (Submission)
      shall not (and shall not be construed so as to) limit the right of the
      other parties hereto, or any of them, to take proceedings against any
      Obligor in any other court of competent jurisdiction nor shall the taking
      of proceedings in any one or more jurisdictions preclude the taking of
      proceedings in any other jurisdiction, whether concurrently or
      not.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Consent
to enforcement

     

    
      	
              35.2.5  

            	
              Each
      Obligor hereby consents generally in respect of any legal action or
      proceeding arising out of or in connection with this Agreement to the
      giving of any relief or the issue of any process in connection with such
      action or proceeding including, without limitation, the making,
      enforcement or execution against any property whatsoever (irrespective of
      its use or intended use) of any order or judgment which may be made or
      given in such action or proceeding.

            


    

     

    AS WITNESS the hands of the
duly authorised representatives of the parties hereto the day and year first
before written.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    LENDERS
AND COMMITMENTS

     

    
      	
              Lender

            	
              Commitment
      (£)

            
	
              Bank
      of America, National Association

            	
              50,000,000

            
	
              Lloyds
      TSB Commercial Finance Limited

            	
              20,000,000

            
	
              The
      Governor and Company of the Bank of Ireland Trading as Bank of Ireland
      Commercial Finance

            	
              6,000,000

            
	
              Total

            	
              76,000,000

            


    

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2

     

    CONDITIONS
PRECEDENT

     

    
      	
               
      

            	
              [Note:
      this Schedule reflects the conditions precedent under the Agreement at the
      time it was originally entered into. It does not reflect subsequent
      documentation delivered pursuant to the Supplemental
      Agreements.]

            


    

     

    A           Original
documents to be collected by the Agent

     

    
      	
              1.  

            	
              A
      certificate dated in the form appearing in Schedule 3 duly executed by
      each Obligor with all required
enclosures.

            


    

     

    
      	
              2.  

            	
              The
      Debenture duly executed by each Obligor and all other documents to be
      delivered pursuant thereto and notice of the assignment of each of its
      Receivables Accounts and of the Policies (as therein defined) having been
      given to, and acknowledged by, the bank at which each such Receivables
      Account is to be maintained or, as appropriate, by the relevant broker or
      insurer with which or through whom such Policy is
  placed.

            


    

     

    
      	
              3.  

            	
              All
      share certificates in respect of shares held by each Obligor and charged
      pursuant to the Debenture together with instruments of transfer endorsed
      in blank as required by the terms of the
  Debenture.

            


    

     

    
      	
              4.  

            	
              Confirmation
      from BMUK that the terms of all contracts or arrangements under which
      Inventory is supplied to the Trading Companies on reservation of title
      terms have not been amended since completion of the review thereof by the
      Agent during the July/August
  2002  audit.

            


    

     

    
      	
              5.  

            	
              Utilisation
      Notice in respect of the first Revolving Loan and any Swingline Loan in
      substantially the form set out in Schedule 4 duly executed by the relevant
      Borrower.

            


    

     

    
      	
              6.  

            	
              Policies
      of insurance, including credit insurance, acceptable to the Agent with the
      name of the Security Trustee endorsed as loss payee in respect of such
      policies as may be specified by the Agent and acknowledgements of
      assignment in satisfactory terms signed by underwriters of the insurance
      policies assigned by the Obligors pursuant to the
    Debenture.

            


    

     

    
      	
              7.  

            	
              In
      relation to each Obligor, details of each of its clearing accounts and
      each (if any) of its Receivables
Accounts.

            


    

     

    
      	
              8.  

            	
              An
      opinion of Dutch counsel addressed to the Agent as to, among other
      matters, the entry into and performance by BMEP and BMEBV of the Finance
      Documents to which they are a party and legal, valid, binding and
      enforceable nature of their respective obligations
    thereunder.

            


    

     

    
      	
              9.  

            	
              The
      Pro-Forma Balance Sheet of BMEP.

            


    

     

    
      	
              10.  

            	
              The
      Latest Projections.

            


    

     

    
      	
              11.  

            	
              The
      Priority Agreement duly executed by the parties
  thereto.

            


    

     

    
      	
              12.  

            	
              A
      Warranty (in terms satisfactory to the Agent) by BMUK as to the value of
      the Inventory and the Accounts of the Trading Companies as at the Closing
      Date.

            


    

     

    
      	
              13.  

            	
              A
      report by BMUK showing, in relation to the Trading Companies, details of
      monthly ageings of accounts receivable, monthly ageings of accounts
      payable and details of all preferential creditors and of cash, if any, at
      bank as at 31 October 2002.

            


    

     

    
      	
              14.  

            	
              An
      undertaking issued by The Royal Bank of Scotland plc in favour of the
      Security Trustee agreeing, on the terms and conditions therein set out, to
      effect a daily cash sweep to the Security Trustee of all amounts standing
      to the credit of the account therein
described.

            


    

     

    B           Evidence

     

    
      	
              1.  

            	
              Evidence
      as to the discharge of all indebtedness and financing facilities (other
      than Permitted Indebtedness) (including, without limitation, the discharge
      in full of the Existing Facilities) of and encumbrances (other than
      Permitted Encumbrances) over the assets of, any Group Company which may
      exist at the date of this Agreement including, without limitation, all
      encumbrances created by any Group Company in favour of National
      Westminster Bank Plc or The Royal Bank of Scotland Commercial Services
      Limited or any of their Affiliates other than the legal mortgage dated 31
      October 2000 created by Bell Microproducts Limited over the Chessington
      Property in favour of the existing Chessington
  Mortgagee.

            


    

     

    
      	
              2.  

            	
              BMUK
      shall have paid (to the extent then payable) all fees payable on the date
      of this Agreement including all fees and expenses of the Agent’s legal
      advisers in connection with any of the Finance Documents and the
      transactions contemplated thereby.

            


    

     

    
      	
              3.  

            	
              The
      Agent being satisfied that the ageing profile and turnover of Accounts and
      Inventory has not deteriorated as against their ageing profile and
      turnover at the time of the audit thereof by the
  Agent.

            


    

     

    
      	
              4.  

            	
              There
      shall have occurred no material adverse change in the business or
      financial condition of any Borrower, any Obligor or the Group (taken as a
      whole) or in the Collateral since the date of the Pro Forma Balance Sheet
      and the Group has met the financial performance projections contained in
      the Latest Projections, and the Agent has received a certificate of BMUK’s
      chief executive officer to such
effect.

            


    

     

    
      	
              5.  

            	
              After
      taking into account any Revolving Loans or Swingline Loans to be made on
      the Closing Date and any Letters of Credit or Guarantees issued or to be
      issued on the Closing Date and with all the obligations of the Borrowers
      being current there shall be remaining an Available Revolving Facility
      Amount of at least £5,000,000.

            


    

     

    
      	
              6.  

            	
              Evidence
      satisfactory to the Agent that there has been no change to the legal
      structure of Group since 1 June 2002 and that the Adjusted Tangible Net
      Worth of BMEP is not less than
EUR18,467,000.

            


    

     

    
      	
              7.  

            	
              Evidence
      that BMUK has agreed to act as the agent of BMEP and BMEBV for the service
      of process in England.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3

     

    FORM
OF OBLIGOR'S CERTIFICATE

     

    


     

    
      
        
          	
                  From:

                	
                  [Obligor’s
      name and address]

                   

                
	 
      	 
      
	
                  To:

                	
                  Bank
      of America, National Association

                
	 
      	
                  Business
      Capital, Portfolio Management

                
	 
      	
                  5
      Canada Square

                
	 
      	
                  London,
      E14 5AQ

                
	 
      	
                  as
      Agent for and on behalf of the Lenders

                
	 
      	 
      
	
                  Attention:

                	
                  Lee
      Masters

                


        

      

    

     

    Credit
Agreement dated 2 December 2002 and made between, among others, Ideal Hardware
Limited and Bell Microproducts Europe Export Limited as Original Borrowers, Bank
of America, National Association as Agent, Arranger, Issuer, Swingline Lender
and Security Trustee and the Lenders named therein (as amended from time to time
the “Credit Agreement”).

     

    This
certificate is provided for the purposes of the Credit
Agreement.  Unless stated otherwise, terms defined in the Credit
Agreement shall have the same meanings in this certificate.  We
[                      ],
and
[                      ],
the secretary and a director respectively of the [relevant Obligor] hereby
certify that:

     

    
      
        	
                1

              	
                The
      copy or copies delivered herewith:

              
	
                1.1

              	
                of
      the memorandum and articles of association, certificate of incorporation
      and certificate(s) of incorporation on change of name (if any) of
      [relevant Obligor] marked “A”;

              
	
                1.2

              	
                of
      a resolution of the board of directors of [relevant Obligor] approving the
      execution and delivery of the Finance Documents to which it is party and
      the performance of its obligations thereunder and authorising a named
      person or persons to sign such Finance Documents and any documents to be
      delivered by [relevant Obligor] pursuant thereto marked
    “B”;

              
	
                1.3

              	
                marked
      “C”, being copies of each law, decree, consent, licence, approval,
      registration or declaration as is, in the opinion of local counsel to the
      Agent, necessary to render the Finance Documents to which it is a party
      valid, legally binding and enforceable and to make each of them admissible
      in evidence in England and Wales and, if different, the [relevant
      Obligor’s] jurisdiction of incorporation and any jurisdiction in which any
      of its assets may be situated and to enable [relevant Obligor] to perform
      its obligations under such Finance Documents;

              
	
                1.4

              	
                [marked
      “D”, being copies of each Environmental Licence held by [relevant
      Obligor];]

              
	
                1.5

              	
                [marked
      “E”, being copies of each policy of insurance maintained by each Borrower
      and  each other [Obligor] [Group Company];]*

              
	
                1.6

              	
                [marked
      “F” are copies of each of the Material Contracts as may be required by the
      Agent;  and]*

              
	
                1.7

              	
                [of
      the register of members and directors and secretary of [relevant Obligor]
      marked “G”],

              
	
                are
      in each such case true, complete and up to date copies of the
      originals.

              
	
                2

              	
                The
      persons whose names are listed below have been authorised on behalf of the
      [relevant Obligor], and pursuant to the board resolution described above
      to execute the Finance Documents to which [relevant Obligor] is party and
      any documents or notices to be delivered by [relevant Obligor] pursuant
      thereto and the signatures set opposite their names are their true
      signatures:

              


      

    

     

    Name of
Signatory                                                                Signature

     

    ..................................                                                                ..................................

     

    ..................................

     

    ..................................                                                                ..................................

     

    ..................................

     

    ..................................                                                                ..................................

     

    ..................................

     

    ..................................                                                                ..................................

     

    ..................................

     

    


     

    ...............................................                                                              ...............................................

     

    Secretary

     

    Name:                                                      Date

     

    ...............................................                                                              ...............................................

     

    Director

     

    Name:                                                      Date

     

    


     

    [relevant
Obligor]

     

    *BMUK’s
certificate only

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
4

     

    FORM
OF UTILISATION NOTICE

     

    


     

    From:           [relevant
Borrower]

    


    To:           Bank
of America, National Association

    Business
Capital, Portfolio Management

    5 Canada
Square

    London,
E14 5AQ

    as Agent
for and on behalf of the Lenders

     

    Dear
Sirs,

     

    
      	
              1

            	
              We
      refer to the agreement (as from time to time amended, varied,
      supplemented, novated or replaced, the “Credit Agreement”)
      dated 2 December 2002 and made between, among others, ourselves as
      Borrower, yourselves as the Agent, Arranger and Security Trustee and the
      Lenders therein referred to.  Terms defined in the Credit
      Agreement have the same meanings in this
notice.

            


    

     

    
      	
              2

            	
              We
      hereby give you irrevocable and unconditional notice that, pursuant to the
      Credit  Agreement and on [date of proposed Loan/issue of Letter
      of Credit/issue of Guarantee], we wish
to:

            


    

     

    
      	
              2.1

            	
              borrow
      a Swingline Loan [in the amount of £      ]
      [in the Original Sterling Amount of
      £       ] [in [specify agreed Foreign
      Currency]];

            


    

     

    
      	
              2.2

            	
              borrow
      a [Alternative Rate for the month during which such interest
      accrues/LIBOR] Revolving Loan [in the amount of
      £      ] [in the Original Sterling Amount of
      £       ] [in [specify agreed Foreign
      Currency]] having an initial Interest Period of
      [     ]
months;

            


    

     

    
      	
              2.3

            	
              [have
      a Letter of Credit issued in favour of
      [                      ]
      for
      [£               /other
      currency amount] maturing not later than
      [                         ]
      and in respect of [specify
details]];

            


    

     

    
      	
              2.4

            	
              [have
      a Guarantee issued in favour of
      [                      ]
      for
      [£                      /other
      currency amount] maturing not later than
      [                               ]
      and in respect of [specify
details]],

            


    

     

    [in each
case] upon the terms and subject to the conditions contained in the Credit
Agreement.

     

    
      	
              3

            	
              We
      confirm that, as at today’s date, the representations set out in clauses
      14.1 and 14.2 of the Credit Agreement are true and that no Default has
      occurred or is foreseen by us.

            


    

     

    Yours
faithfully,

     

    ....................................

     

    for and
on behalf of

     

    [Borrower]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5

     

    MANDATORY
COST FORMULAE

     

    
      

      

      
        	
                1  

              	
                The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central
Bank.

              


      

       

      
        	
                2  

              	
                On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”)
      for each Lender, in accordance with the paragraphs set out
      below.  The Mandatory Cost will be calculated by the Agent as a
      weighted average of the Lenders’ Additional Cost Rates (weighted in
      proportion to the percentage participation of each Lender in the relevant
      Loan) and will be expressed as a percentage rate per
  annum.

              


      

       

      
        	
                3  

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in a
      participating member state will be the percentage notified by the Lender
      to the Agent.  This percentage will be certified by that Lender
      in its notice to the Agent to be its reasonable determination of the cost
      (expressed as a percentage of that Lender’s participation in all Loans
      made from that Facility Office) of complying with the minimum reserve
      requirements of the European Central Bank in respect of loans made from
      that Facility Office.

              


      

       

      
        	
                4  

              	
                The
      Additional Cost Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Agent as
  follows:

              


      

       

      
        	
                4.1  

              	
                in
      relation to a sterling
      Loan:                                                        

              


      

       

      
        	
                AB + C(B – D) + E x 0.01

              	
                 per
      cent. per annum.

              
	
                100
      – (A+C)

              


      

      


       

      
        	
                4.2  

              	
                in
      relation to a Loan in any currency other than
  sterling:

              


      

       

      
        	
                E x 0.01

              	
                 per
      cent. per annum.

              
	
                300

              


      

      


       

      
        	
                 
      

              	
                Where:

              


      

      
        
          	
                  A

                	
                  is
      the percentage of Eligible Liabilities (assuming these to be in excess of
      any stated minimum) which that Lender is from time to time required to
      maintain as an interest free cash ratio deposit with the Bank of England
      to comply with cash ratio requirements.

                
	
                  B

                	
                  is
      the percentage rate of interest (excluding the Margin and the Mandatory
      Cost and, if the Loan is an unpaid sum, the additional rate of interest
      specified in clause 18.3) payable for the relevant Interest Period on the
      Loan.

                
	
                  C

                	
                  is
      the percentage (if any) of Eligible Liabilities which that Lender is
      required from time to time to maintain as interest bearing Special
      Deposits with the Bank of England.

                
	
                  D

                	
                  is
      the percentage rate per annum payable by the Bank of England to the Agent
      on interest bearing Special Deposits.

                
	
                  E

                	
                  is
      designed to compensate Lenders for amounts payable under the Fees Rules
      and is calculated by the Agent as being the average of the most recent
      rates of charge supplied by the Reference Banks to the Agent pursuant to
      paragraph 7 below and expressed in pounds per
  £1,000,000.

                


        

      

      
        	
                5  

              	
                For
      the purposes of this Schedule:

              


      

       

      
        	
                 
      

              	
                “Eligible Liabilities”
      and “Special
      Deposits” have the meanings given to them from time to time under
      or pursuant to the Bank of England Act 1998 or (as may be appropriate) by
      the Bank of England.

              


      

       

      
        	
                 
      

              	
                 “Fees Rules” means the
      rules on periodic fees contained in the FSA Supervision Manual or such
      other law or regulation as may be in force from time to time in respect of
      the payment of fees for the acceptance of deposits;
  and

              


      

       

      
        	
                 
      

              	
                “Fee Tariffs” means the
      fee tariffs specified in the Fees Rules under the activity group A.1
      Deposit Acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate; and

              


      

       

      
        	
                 
      

              	
                “Tariff Base” has the
      meaning given to it, and will be calculated in accordance with, the Fees
      Rules.

              


      

       

      
        	
                6  

              	
                In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (ie 5 per cent will be included in the formula as
      5 and not as 0.05).  A negative result obtained by subtracting D
      from B shall be taken as zero.  The resulting figures shall be
      rounded to four decimal places.

              


      

       

      
        	
                7  

              	
                If
      requested by the Agent, each Reference Bank shall, as soon as practicable
      after publication by the Financial Services Authority, supply to the Agent
      the rate of charge payable by that Reference Bank to the Financial
      Services Authority pursuant to the Fees Rules in respect of the relevant
      financial year of the Financial Services Authority (calculated for this
      purpose by that Reference Bank as being the average of the Fee Tariffs
      applicable to that Reference Bank for that financial year) and expressed
      in pounds per £1,000,000 of the Tariff Base of that Reference
      Bank.

              


      

       

      
        	
                8  

              	
                Each
      Lender shall supply any information required by the Agent for the purpose
      of calculating its Additional Cost Rate.  In particular, but
      without limitation, each Lender shall supply the following information in
      writing on or prior to the date on which it becomes a
    Lender:

              


      

       

      
        	
                (a)  

              	
                its
      jurisdiction of incorporation and the jurisdiction of its Facility Office;
      and

              


      

       

      
        	
                (b)  

              	
                any
      other information that the Agent may reasonably require for such
      purpose.

              


      

       

      Each Lender shall promptly notify the
Agent in writing of any change to the informationprovided by it pursuant to this paragraph.

       

      
        	
                9  

              	
                The
      percentages or rates of charge of each Lender for the purpose of A, C and
      E above shall be determined by the Agent based upon the information
      supplied to it pursuant to paragraph 7 above and on the assumption that,
      unless a Lender notifies the Agent to the contrary, each Lender’s
      obligations in relation to cash ratio deposits, Special Deposits and the
      Fees Regulations are the same as those of a typical bank from its
      jurisdiction of incorporation with a Facility Office in the same
      jurisdiction as its Facility
Office.

              


      

       

      
        	
                10  

              	
                The
      Agent shall have no liability to any person if such determination results
      in an Additional Cost Rate which over or under compensates any Lender and
      shall be entitled to assume that the information provided by any Lender
      pursuant to paragraphs 3 and 7 above is true and correct in all
      respects.

              


      

       

      
        	
                11  

              	
                The
      Agent shall distribute the additional amounts received as a result of the
      Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for
      each Lender based on the information provided by each Lender pursuant to
      paragraphs 3 and 7 above.

              


      

       

      
        	
                12  

              	
                Any
      determination by the Agent pursuant to this Schedule is in relation to a
      formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
      to a Lender shall,  in the absence of manifest error, be
      conclusive and binding on all parties to this
  Agreement.

              


      

       

      
        	
                13  

              	
                The
      Agent may from time to time, after consultation with BMUK and the Lenders,
      determine and notify all parties any amendments which are required to be
      made to this Schedule in order to comply with any change in law,
      regulation or any requirements form time to time imposed by the Bank of
      England, the Financial Services Authority or the European Central Bank
      (or, in any case, any other authority which replaces al or any of its
      functions) and any such determination shall, in the absence of manifest
      error, be conclusive and binding on all
parties.

              


      

       

    

    
      	
               
      

            	 


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
6

     

    FORM
OF TRANSFER CERTIFICATE

     

    To:             
Bank of America, National Association

    Business
Capital, Portfolio Management

    5 Canada
Square

    London,
E14 5AQ

    as Agent
for the Beneficiaries

     

    TRANSFER
CERTIFICATE

     

    relating
to the agreement (as from time to time amended, varied, supplemented, novated or
replaced, the “Credit
Agreement”) dated 2 December 2002 and made between (1)  Ideal
Hardware Limited and Bell Microproducts Europe Export Limited (as Original
Borrowers), (2) BM Europe Partners CV, (3) Bell Microproducts Europe B.V., (4)
Bank of America National Association (as Arranger, Issuer, Swingline Lender,
Agent and Security Trustee) and (5) certain banks and financial institutions (as
Lenders).  Terms defined in the Agreement have the same meanings in
this Transfer Certificate.

     

    
      	
              1

            	
              [Transferor]
      (the “Lender”)
      hereby confirms the accuracy of the summary of its participation in the
      Agreement set out in the Schedule below and requests [Transferee] (the
      “Transferee”) to
      accept and procure the transfer to the Transferee of such part of such
      participation specified in the Schedule by counter-signing and delivering
      this Transfer Certificate to the Agent at its address for the service of
      notices specified in the Agreement.

            


    

     

    
      	
              2

            	
              The
      Transferee hereby requests the Agent to accept this Transfer Certificate
      as being delivered to the Agent pursuant to and for the purposes of clause
      28.4 of the Agreement so as to take effect in accordance with the terms
      thereof on the business day following the date of receipt by it of this
      Transfer Certificate or (if later) on [specify date of transfer] subject
      only to the provisions of the
Agreement.

            


    

     

    
      	
              3

            	
              The
      Transferee confirms that it has received from the Lender a copy of the
      Agreement together with such other documents and information as it has
      required in connection with this transaction and that it has not relied
      and will not hereafter rely on the Lender to check or enquire on its
      behalf into the adequacy, accuracy or completeness of any such documents
      or information or the reasonableness of any representation, warranty,
      statement, projection or assumption contained therein or into the
      legality, validity, effectiveness, enforceability or admissibility in
      evidence of any such documents or information and further agrees that it
      has not relied and will not hereafter rely on the Lender to assess or keep
      under review on its behalf the business/operations, financial condition,
      prospects, creditworthiness, status or affairs of any Borrower or any
      other Obligor.

            


    

     

    
      	
              4

            	
              The
      Transferee hereby undertakes with the Lender and each of the other parties
      to the Agreement that it will perform in accordance with their terms all
      those obligations which by the terms of the Agreement will be assumed by
      it after delivery of this Transfer Certificate to the Agent and
      satisfaction of the conditions (if any) subject to which this Transfer
      Certificate is expressed to take
effect.

            


    

     

    
      	
              5

            	
              The
      Lender makes no representation or warranty and assumes no responsibility
      with respect to the legality, validity, effectiveness, adequacy or
      enforceability of the Finance Documents or any document delivered pursuant
      thereto and assumes no responsibility for the financial condition of any
      of the Obligors or any other party to the Finance Documents or for the
      performance and observance by any of the Obligors or any other such party
      of any of its obligations under any of the Finance Documents or any
      document delivered pursuant thereto and any and all such conditions and
      warranties, whether express or implied by law or otherwise, are hereby
      excluded.

            


    

     

    
      	
              6

            	
              The
      Lender gives notice that nothing in this Transfer Certificate or in any of
      the Finance Documents (or any document delivered pursuant thereto) shall
      oblige the Lender (i) to accept a re-transfer from the Transferee of the
      whole or any part of its rights and obligations under the Agreement
      transferred pursuant to this Transfer Certificate or (ii) to support any
      losses directly or indirectly sustained or incurred by the Transferee by
      reason of the failure by any of the Obligors or any other party to the
      Finance Documents (or any document delivered pursuant thereto) to perform
      or comply with its obligations under any of the Finance Documents or any
      such document.  The Transferee hereby acknowledges the absence
      of any such obligation as is referred to in (i) and (ii)
      above.

            


    

     

    
      	
              7

            	
              The
      Transferee confirms that its Facility Office and address for notices for
      the purposes of the Agreement are as set out in the
    Schedule.

            


    

     

    
      	
              8

            	
              The
      Transferee undertakes to pay to the Agent for its own account a transfer
      fee of £2,000 as provided in clause 28.7.2 of the
    Agreement.

            


    

     

    
      	
              9

            	
              This
      Transfer Certificate and the rights and obligations of the parties
      hereunder shall be governed by and construed in accordance with English
      law.

            


    

     

    AS WITNESS the hands of the
authorised signatories of the parties hereto on the date appearing
below.

     

     
 

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              THE
      SCHEDULE

               

            
	
              Commitment

               

            	
               

               

            	
              Portion
      Transferred

               

            


       

       

                                                                 


       

      	
              Lender’s
      participation in Loans

               

            	
              Repayment
      Date        
      

               

            	
              Portion
      Transferred

               

            


                             


       

                             


       

       

       

                 
            

       

                             


       

      	
              [Lender]          
      

               

            	
              [Transferee]

               

            
	
              By:

               

            	
              By:

               

            
	
              Date:

               

            	
              Date:

               

            


       

       

       

       

      	
              Administrative
      Details of Transferee

               

            
	
              Facility
      Office:

               

            	
              ........................................................

               

            
	
               

               

            	
              ........................................................

               

            
	
               

               

            	
              ........................................................

               

            
	
              Contact
      Name:

               

            	
              ........................................................

               

            
	
              Account for
      payments:

               

            	
              ........................................................

               

            
	
              Telephone:

               

            	
              ........................................................

               

            
	
              Fax:

               

            	
              ........................................................

               

            



      
        
           


        

        
           


          
            

          

        

        
           


        

      



    SCHEDULE
7

     

    THE
DORMANT COMPANIES AND THE GUARANTORS

     

    PART
1

     

    THE
DORMANT COMPANIES

     

    
      	
              Company

            	
              Company
      Number

            
	
              Bell
      Microproducts AB

            	
              (in
      liquidation)

            
	
              Ideal
      Hardware Limited

            	
              4079671

            
	
              OpenPSL
      Holdings Limited

            	
              3591250

            
	
              OpenPSL
      Limited

            	
              3574533

            
	
              Open
      Computing Limited

            	
              2642536

            


    

    


     

    PART
2

     

    THE
GUARANTORS

     

    THE
SECURED GUARANTORS

     

    
      	
              Company

            	
              Company
      Number

            
	
              Bell
      Microproducts Limited

            	
              03969946

            
	
              Bell
      Microproducts Europe Export Limited

            	
              03711148

            
	
              Bell
      Microproducts Europe BV

            	
              4064633

            
	
              Bell
      Microproducts (US) Limited

            	
              5305904

            


    

    


     

    THE
UNSECURED GUARANTORS

     

    
      	
              Company

            	
              Company
      Number

            
	
              Bell
      Microproducts Europe (Holdings) BV

            	
              39087200

            
	
              Bell
      Europe Partners CV

            	 
      
	
              Bell
      Microproducts S.a.r.l (a company incorporated

              under
      the laws of France)

            	
              43474497500013

            
	
              Bell
      Microproducts BVBA (a company incorporated under the laws of
      Belgium)

            	
              0474128872

            
	
              Bell
      Microproducts S.r.l (a company incorporated

              under
      the laws of Italy)

            	
              13456670150

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
8 

     

    FORM
OF ACCESSION NOTICE

     

    
      
        
          	
                  To:

                	
                  Bank
      of America, National Association

                
	 
      	
                  Business
      Capital, Portfolio Management

                
	 
      	
                  5
      Canada Square

                
	 
      	
                  London,
      E14 5AQ

                
	 
      	
                  as
      Agent for the Beneficiaries

                
	 
      	 
      
	
                  From:

                	
                  [Group
      Company] and [BMUK]

                
	 
      	 
      
	
                  Dated:

                	 
      


        

      

       

      Dear
Sirs

       

      Credit Agreement dated 2
December 2002 and made between, among others, Ideal Hardware Limited and Bell
Microproducts Europe Export Limited (as Original Borrowers), Bank of America,
National Association as (Agent, Arranger, Swingline Lender, Issuer and Security
Trustee) and the Lenders named therein (as amended and restated from time to
time, the “Credit Agreement”).

       

      1.                  
[Group Company] agrees to become an [Additional Borrower] [Unsecured Guarantor]
and to be bound by the terms of the Credit Agreement as an [Additional Borrower]
[Unsecured Guarantor] pursuant to clause 3 of the Credit Agreement.  [Group
Company] is a company duly incorporated under the laws of [name of relevant
jurisdiction].

       

      2.                  
[Group Company’s] administrative details are as follows:

       

      
        
          	
                  Address:

                	 
      
	
                  Fax
      No.:

                	 
      
	
                  Attention

                	 
      


        

      

       

      3.                  
This letter is governed by English law.

       

      [This
Accession Notice is entered into as a deed.]

       

      [BMUK]         
[relevant Group Company]

       

    

     
 

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
9

     

    DOCUMENTS
TO ACCOMPANY ACCESSION NOTICE OR SUPPLEMENTAL DEED

     

    
      	
              1

            	
              A
      copy, certified a true copy by a duly authorised officer of the proposed
      [Additional Borrower] [Unsecured Guarantor] [Charging Company], of the
      constitutive documents of such proposed [Additional Borrower] [Unsecured
      Guarantor] [Charging Company].

            


    

     

    
      	
              2

            	
              A
      copy, certified a true copy by a duly authorised officer of the proposed
      [Additional Borrower] [Unsecured Guarantor] [Charging Company], of a board
      resolution of such proposed [Additional Borrower] [Unsecured Guarantor]
      [Charging Company] approving the execution and delivery of a [Accession
      Notice] [Supplemental Deed], the accession of such proposed [Additional
      Borrower] [Unsecured Guarantor] [Charging Company] to [this Agreement]
      [the Debenture] and the performance of its obligations under the Finance
      Documents and authorising a person or persons (specified by name or
      office) on behalf of such proposed [Additional Borrower] [Unsecured
      Guarantor] [Charging Company] to execute and deliver such [Accession
      Notice] [Supplemental Deed], any other Finance Document and any other
      documents to be delivered by such proposed [Additional Borrower]
      [Unsecured Guarantor] [Charging Company] pursuant hereto or
      thereto.

            


    

     

    
      	
              3

            	
              A
      certificate of a duly authorised officer of the proposed [Additional
      Borrower] [Unsecured Guarantor] [Charging Company] setting out the names
      and signatures of the person or persons mentioned in the resolution
      referred to in paragraph 2 above.

            


    

     

    
      	
              4

            	
              A
      certificate addressed to the Agent signed by two authorised signatories of
      the proposed [Additional Borrower] [Unsecured Guarantor] [Charging
      Company] stating that the execution by such proposed [Additional Borrower]
      [Unsecured Guarantor] [Charging Company] of the [Accession Notice]
      [Supplemental Deed] and the performance of such proposed [Additional
      Borrower] [Unsecured Guarantor] [Charging Company] of its obligations
      hereunder and thereunder are within its corporate powers, have been duly
      approved by all necessary corporate action and will not cause any limit or
      restriction on any of its powers (whether imposed by law, decree, rule,
      regulation, its constitutive documents or agreement or otherwise) or on
      the right or ability of its directors to execute such powers, to be
      exceeded or breached.

            


    

     

    
      	
              5

            	
              A
      copy of its latest audited financial
statements.

            


    

     

    
      	
              6

            	
              Such
      legal opinion(s) of counsel to the Agent as the Agent may require, in a
      form satisfactory to the Agent.

            


    

     

    
      	
              7

            	
              [In
      connection with the acquisition of any company where such company or any
      of its Subsidiaries accedes as a Charging Company to the Debenture or
      otherwise executes a Security Document (such person  thus
      becoming an “Obligor”):

            


    

     

    
      	
              7.1

            	
              a
      certificate addressed to the Agent from the Auditors confirming in the
      context of section 155(2) Companies Act 1985
  that:

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              in
      their opinion such Obligor had positive net assets as defined in section
      154(2) Companies Act 1985;

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              they
      are not aware of anything to indicate that the decision of the directors
      of such Obligor not to make a provision in relation to the giving of
      financial assistance represented by the execution of each such Security
      Document to which it is a party has not been made on fair and reasonable
      grounds;  and

            


    

     

    
      	
               
      

            	
              7.1.3

            	
              the
      giving of such financial assistance by such Obligor would not cause those
      net assets to be reduced,

            


    

     

    
      	
              7.2

            	
              in
      each such case dated as at the date of the giving of such financial
      assistance;

            


    

     

    
      	
              7.3

            	
              a
      statutory declaration by all of the directors of such Obligor as required
      by Section 155(6) Companies Act 1985 in relation to such financial
      assistance, such statutory declaration to be in the prescribed form and
      having attached thereto the report addressed by the Auditors complying
      with the provisions of Section 156(4) Companies Act
  1985;

            


    

     

    
      	
              7.4

            	
              a
      copy, certified by a duly authorised officer of such Obligor as being a
      true copy, of the resolution of its board of directors approving the
      matters and things required to be done by it pursuant to this paragraph 8
      and in particular the giving of such financial
    assistance.]*

            


    

     

    
      	
              8

            	
              Such
      other documents or evidence relating to such proposed [Additional
      Borrower] [Unsecured Guarantor] [Charging Company] as the Agent may
      reasonably require.

            


    

     

    * This
paragraph only applies where a company being acquired (or one or more of its
Subsidiaries) is acceding to the Debenture or otherwise executing a Security
Document to secure borrowings raised for its acquisition.

     

    


     

     
 

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
10

     

    THE
MATERIAL CONTRACTS

     

    
      	
              Description
      of Agreement

            	
              Date

            	
              Parties

            
	
              Microsoft
      OEM Distributor Channel Agreement

            	
              1
      July 2007

            	
              (1)
      BMUK (2) Microsoft Ireland Operations Ltd

            
	
              Europe
      Authorised Distributor Agreement

            	
              11
      April 2006

            	
              (1)
      BMUK (2) Seagate Technology International

            
	
              International
      Distributor  Agreement

            	
              27
      December 2002

            	
              (1)
      Bell Microproducts Inc  (2) Western Digital Technologies
      Inc

            
	
              Authorised
      Distributor Agreement

            	
              7
      June 2005

            	
              (1)
      BMUK (2) Symantec Limited

            
	
              Logistic
      Service Partner Agreement

            	
              4
      January 2007

            	
              (1)
      BMUK (2) Hewlett-Packard Ltd.

            
	
              Channel
      Development Partner Agreement

            	
              4
      January 2007

            	
              (1)
      BMUK (2) Hewlett-Packard Ltd.

            
	
              Value
      Added International Distribution Agreement

            	
              4
      October 2004

            	
              (1)
      BMUK (2) McAfee Ireland Limited

            
	
              IBM
      Business Partner Agreement

            	
              5
      February 2003

            	
              (1)
      BMUK (2) IBM United Kingdom Limited

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
ORIGINAL BORROWERS

     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              IDEAL
      HARDWARE LIMITED1

            	
              )

            
	
              by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey
      KT9 1SJ

            
	
              Fax:

            	
              020
      8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BELL
      MICROPRODUCTS EUROPE

            	
              )

            
	
              EXPORT
      LIMITED

            	
              )

            
	
              by:

            	
              )

            


    

    


    
      	
              Address:

            	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey
      KT9 1SJ

            
	
              Fax:

            	
              020
      8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


     

    THE
DUTCH OBLIGORS

     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BM EUROPE PARTNERS
      C.V.

            	
              )

            
	
              by:

            	
              )

            


    

    


    
      	
              Address:

            	
              c/o
      Cox Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey
      KT9 1SJ

            
	
              Fax:

            	
              020
      8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    


     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BELL
      MICROPRODUCTS

            	
              )

            
	
              EUROPE
      BV

            	
              )

            
	
              by:

            	
              )

            


    

    


    
      	
              Address:

            	
              c/o
      Fountain Court

            
	 
      	
              Cox
      Lane

            
	 
      	
              Chessington

            
	 
      	
              Surrey
      KT9 1SJ

            
	
              Fax:

            	
              020
      8286 5588

            
	
              Attention:

            	
              Nick
      Lee/Helen Hancock

            


    

    

      

    

      
      1 Now
called “Bell Microproducts Limited”

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
AGENT

     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BANK
      OF AMERICA,

            	
              )

            
	
              NATIONAL
      ASSOCIATION

            	
              )

            
	
              by:

            	 
      


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              020
      7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    


    THE
ARRANGER

     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BANK
      OF AMERICA,

            	
              )

            
	
              NATIONAL
      ASSOCIATION

            	
              )

            
	
              by:

            	 
      


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              020
      7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


     

    THE
SECURITY TRUSTEE

     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BANK
      OF AMERICA,

            	
              )

            
	
              NATIONAL
      ASSOCIATION

            	
              )

            
	
              by:

            	 
      


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              020
      7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    THE
SWINGLINE LENDER

     

    
      	
              SIGNED for and on behalf
      of

            	
              )
      

            
	
              BANK
      OF AMERICA,

            	
              )

            
	
              NATIONAL
      ASSOCIATION

            	
              )

            
	
              by:

            	 
      


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              020
      7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


    THE
ISSUER

     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BANK
      OF AMERICA,

            	
              )

            
	
              NATIONAL
      ASSOCIATION

            	
              )

            
	
              by:

            	 
      


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              020
      7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management

            


    

    


     

    THE
LENDERS

     

    
      	
              SIGNED for and on behalf
      of

            	
              )

            
	
              BANK
      OF AMERICA,

            	
              )

            
	
              NATIONAL
      ASSOCIATION

            	
              )

            
	
              by:

            	 
      


    

    


    
      	
              Address:

            	
              5
      Canada Square

            
	 
      	
              London  E14
      5AQ

            
	
              Fax:

            	
              020
      7174 6400

            
	
              Attention:

            	
              Business
      Capital, Portfolio Management